Common use of Regulatory Compliance Cooperation Clause in Contracts

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 CIT/VC determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order (A) to effectuate and facilitate any transfer by CIT/VC of any Securities of the Company then held by CIT/VC to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement), (B) to permit CIT/VC (or any Affiliate of CIT/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 CIT/VC in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of 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 requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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.

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 CIT/VC a Class A Member reasonably determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts 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 CIT/VC such Class A Member in order (AI) to effectuate and facilitate any transfer by CIT/VC such Class A Member of any Securities of in the Company then held by CIT/VC such Class A Member to any Person designated by CIT/VC (subjectsuch Class A Member, howeveras applicable; provided, to compliance with that Section 3 of this Agreement)9.1(b)(iii) shall be complied with, (BII) to permit CIT/VC such Class A Member (or any Affiliate of CIT/VCits respective Affiliates) 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 CIT/VC such Class A Member into voting Securities and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (CIII) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's such Class A Member’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 CIT/VC such Class A Member to permit any Person(s) designated by CIT/VC such Class A Member to exercise any voting power which is relinquished by CIT/VC 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, the Company's Charter and the Company's By-laws Agreement and other relevant agreements and taking take such additional actions, in each case as are reasonably requested by CIT/VC 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 CIT/VC a Class A Member is, or elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory ProblemProblem 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 enter into such agreements with be applicable to 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 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 39. redemption, repurchase or retirement of same terms as would have existed had such Class A Member acquired the Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more so offered and immediately requested their exchange for non-voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulationsSecurities 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 CIT/VC an SBIC determines that it has a Regulatory ProblemProblem (as defined below), the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC such SBIC in order (Ai) to effectuate and facilitate any transfer by CIT/VC such SBIC of any Securities (as defined below) of the Company then held by CIT/VC such SBIC to any Person designated by CIT/VC such SBIC and approved by the FS Entities (subject, however, with such approval not to compliance with Section 3 of this Agreementbe unreasonably withheld), (Bii) to permit CIT/VC such SBIC (or any Affiliate of CIT/VCsuch SBIC) 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 CIT/VC such SBIC in light of regulatory considerations then prevailing, and (Ciii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCsuch SBIC'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 requested by CIT/VC such SBIC to permit any Person(s) designated by CIT/VC such SBIC and approved by the FS Entities (with such approval not to be unreasonably withheld) to exercise any voting power which is relinquished by CIT/VC such SBIC upon any exchange of voting Securities for nonvoting Securities of the Company); ) and the Company shall enter (iv) entering into such additional agreements, adopt adopting such amendments to this Agreement, the Company's Charter Certificate of Incorporation and Bylaws of the Company's By-laws Company and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC such SBIC in order to effectuate the intent of the foregoing. If CIT/VC an SBIC elects to transfer Securities of the Company to a Regulated Holder (as defined below) in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, rules 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.

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 CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Ai) to effectuate and facilitate any such transfer by CIT/VC such SBIC Holder of any Securities of the Company then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Person, (Bii) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Ciii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe SBIC Holder's ownership of voting Securities of the Company and/or provided for in this 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 CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder) to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such SBIC Holder and the Company shall enter into such additional agreements, adopt such amendments to (iv) amend this Agreement, the Company's Charter Restated Certificate, and the Company's By-laws and any other relevant related documents, agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order or instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer this Agreement agree to vote their Securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

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 CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such Purchaser in order to (Aa) to effectuate and facilitate any transfer by CIT/VC such Purchaser of any Securities securities of the Company then held by CIT/VC such Purchaser to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Purchaser, (Bb) to permit CIT/VC such Purchaser (or any Affiliate of CIT/VCsuch Purchaser) to exchange all or any portion of the voting Securities of the Company 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 into voting Securities Common Stock described in clause (c), below, on such terms as are requested by CIT/VC such Purchaser in light of regulatory considerations then prevailing, and (Cc) permit such Purchaser (or any Affiliate of such Purchaser) to continue and preserve the respective allocation exchange all or any portion of the voting interests with respect to the Company arising out Common Stock then held by such Purchaser on a share-for-share basis for shares of CIT/VC's ownership a class of voting Securities nonvoting common stock of the Company and/or provided for Company, which nonvoting common stock shall be identical in this Agreement before the transfers all respects to such Common Stock, except that such common stock shall be nonvoting and amendments referred to above (including entering shall be convertible into Common Stock on such additional agreements terms as are requested by CIT/VC to permit any Person(ssuch Purchaser in light of regulatory considerations then prevailing and (d) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to amend this Agreement, the Company's Charter and the Company's By-laws Articles of Incorporation and other relevant related agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of and reflect the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory ProblemSuch actions may include, the Company but shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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 not necessarily 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.limited to:

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 CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Ai) to effectuate and facilitate any such transfer by CIT/VC such SBIC Holder of any Securities of the Company then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Person, (Bii) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Ciii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe SBIC Holder's ownership of voting Securities of the Company and/or provided for in this 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 CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder) to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such SBIC Holder and the Company shall enter into such additional agreements, adopt such amendments to (iv) amend this Agreement, the Company's Charter Restated Certificate, and the Company's By-laws and any other relevant related documents, agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order or instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer this Agreement agree to vote their Securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

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 CIT/VC 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 agrees 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 use commercially 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 Regulatory Problem to take all such actions as are reasonably requested by CIT/VC such Member or Managing Member in order (AI) to effectuate and facilitate any transfer by CIT/VC of any Securities of the Company then held by CIT/VC such Member to any Person designated by CIT/VC such Member; provided, Section 3.03(b)(iii) shall be complied with (subject, however, to compliance with other than Section 3 of this Agreement3.03(b)(iii)(C)(I)), (BII) to permit CIT/VC such Member (or any Affiliate of CIT/VCits Affiliates) 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 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 CIT/VC such Member and reasonably acceptable to the Managing Member in light of regulatory considerations then prevailing, and (CIII) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's such Member’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 CIT/VC such Member to permit any Person(s) designated by CIT/VC such Member to exercise any voting power which is relinquished by CIT/VC such Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws Agreement and other relevant agreements and taking take such additional actions, in each case as are reasonably requested by CIT/VC such Member in order to effectuate the intent of the foregoing; provided, 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 CIT/VC any Member is, or elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory ProblemProblem to, a Regulated Holder, the Company and each of the Members agree at the request of such Member that the provisions of this Section 3.03(b)(v) shall enter into such agreements with be applicable to 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 To the extent necessary to comply with such laws and regulations, 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. In the event 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 Member reasonably determines that it has a Regulatory Problem, at such Member’s request the Company at the sole cost and expense of such Member will offer to sell to such 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 Member acquired the Securities so offered and immediately requested their exchange for non-voting Securities pursuant to this Section 3.03(b)(v)(A).

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 CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested in writing by CIT/VC FUCP in order to (Aa) to effectuate and facilitate any transfer by CIT/VC FUCP of any Securities securities of the Company then held by CIT/VC FUCP to any Person designated by CIT/VC FUCP, provided that such transfer shall not result in the acquisition by any "person" (subjectas that term is used in Sections 13 (d) and 14 (d) (2) of the Securities Exchange Act of 1934, howeveras amended) of beneficial ownership, to compliance with Section 3 direct or indirect, of this Agreement)securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities, (Bb) to permit CIT/VC (or any Affiliate of CIT/VC) FUCP to exchange all or any portion of the any voting Securities of the Company 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 Securities 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 CIT/VC FUCP in light of regulatory considerations then prevailing, prevailing and (Cc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of 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 requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to amend this Agreement, the Company's Charter Articles of Incorporation, the Bylaws and related agreements and instruments to effectuate and reflect the foregoing. For purposes of this Agreement and the Stockholders Agreement, a "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency that FUCP is not entitled to hold, or exercise any significant right with respect to, the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested securities then held by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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 regulationsit.

Regulatory Compliance Cooperation. (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of If a Regulatory Problem. In the event that CIT/VC Regulated Holder determines that it has a Regulatory Problem, the Company Corporation agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order such Regulated Holder (Ax) to effectuate and facilitate any transfer by CIT/VC such Regulated Holder of any Securities securities of the Company Corporation then held by CIT/VC such Regulated Holder to any Person person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Regulated Holder, (By) to permit CIT/VC such Regulated Holder (or any Affiliate of CIT/VCsuch Regulated Holder) to exchange all or any portion of the voting Securities securities of the Company 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 securities on such terms as are requested by CIT/VC such Regulated Holder in light of regulatory considerations then prevailing, and (Cz) 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 CIT/VCIncorporation of the Corporation and this Agreement and with respect to such Regulated Holder's ownership of the Corporation's voting Securities of the Company and/or provided for in this Agreement 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 CIT/VC such Regulated Holder to permit any Person(sperson(s) designated by CIT/VC such Regulated Holder to exercise any voting power which is relinquished by CIT/VC such Regulated Holder upon any exchange of voting Securities securities for nonvoting Securities securities of the Company)Corporation; and the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement, the Company's Charter Certificate of Incorporation and the Company's By-laws and other relevant agreements of the Corporation and taking such additional actions, in each case actions as are reasonably requested by CIT/VC such Regulated Holder in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory ProblemAs used herein, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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."

Regulatory Compliance Cooperation. (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In a)In the event that CIT/VC Investor determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC Investor in order (A) to effectuate and facilitate any transfer by CIT/VC Investor of any Securities of the Company then held by CIT/VC Investor to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)Investor, (B) to permit CIT/VC Investor (or any Affiliate of CIT/VCits Affiliates) 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 CIT/VC Investor in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCInvestor's ownership of voting Securities of the Company and/or provided for in this the Voting Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC Investor to permit any Person(s) designated by CIT/VC Investor to exercise any voting power which is relinquished by CIT/VC Investor upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter Articles of Organization and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC Investor in order to effectuate the intent of the foregoing. If CIT/VC Investor elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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.

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 CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such Purchaser in order to (Aa) to effectuate and facilitate any such transfer by CIT/VC such Purchaser of any Securities of the Company then held by CIT/VC such Purchaser to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Purchaser, (Bb) to permit CIT/VC such Purchaser (or any Affiliate of CIT/VCits affiliates) to exchange all or any portion of the any voting Securities of the Company 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 Securities security on such terms as are reasonably requested by CIT/VC such Purchaser in light of regulatory considerations then prevailing, and (Cc) to continue and preserve the respective allocation allocations of the voting interests with respect to the Company arising out of CIT/VCsuch Purchaser's ownership of voting Securities of the Company securities and/or provided for in this the Stockholders' Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by CIT/VC such Purchaser to permit any Person(s) designated by CIT/VC such Purchaser to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such Purchaser) and the Company shall enter into such additional agreements, adopt such amendments to (d) amend this Agreement, the Company's Charter Certificate of Incorporation, the Ancillary Agreements, the Bylaws and the Company's By-laws and other relevant related agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer this Agreement agree to vote their Securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

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 CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Ai) to effectuate and facilitate any such transfer by CIT/VC such SBIC Holder of any Securities of the Company then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Person, (Bii) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Ciii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe SBIC Holder's ownership of voting Securities of the Company and/or provided for in this 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 CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder) to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such SBIC Holder and the Company shall enter into such additional agreements, adopt such amendments to (iv) amend this Agreement, the Company's Charter Restated Certificate, and the Company's By-laws and any other relevant related documents, agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order or instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer this Agreement agree to vote their Securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

Regulatory Compliance Cooperation. Notwithstanding any other provision of this Agreement, in the event 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 "Regulatory Problem" (aas defined below) CIT/VC agrees or (ii) the Company is or becomes a party to use commercially reasonable best efforts any merger, consolidation, recapitalization or other transaction pursuant to avoid which the occurrence holder of a Regulatory Problem. In the event that CIT/VC determines that it has 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 be expected to cause such holder to have a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order shall, within thirty (A30) to effectuate and facilitate any transfer by CIT/VC days of the request of any Securities holder of a Warrant or Issued Warrant Shares which has a Regulatory Problem and in the Company's discretion, either issue to such holder a substitute security of a Fair Value equal to the Fair Value of the Company then held by CIT/VC to any Person designated by CIT/VC (subjectWarrant or the Issued Warrant Shares, howeveras the case may be, to compliance with Section 3 of this Agreement), (B) to permit CIT/VC (or any Affiliate of CIT/VC) to exchange all or any portion a type determined in the sole and reasonable discretion of the voting Securities board of the Company then held by such Person on a share-for-share basis for shares 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 into voting Securities 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 CIT/VC in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of 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 requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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 regulationsPerson.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC any CVC Investor determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take take, at such CVC Investor's cost and expense, all such actions as are reasonably requested by CIT/VC such CVC Investor in order (Ai) to effectuate and facilitate any transfer by CIT/VC of any Securities securities of the Company then held by CIT/VC such 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 CIT/VC (subject, however, the Affected CVC Investors and reasonably acceptable to compliance with Section 3 of this Agreement)the WCAS Investors and the Vestar Investors, (Bii) to permit CIT/VC each Affected CVC Investor (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 securities on such terms as are requested by CIT/VC such Affected CVC Investor in light of regulatory considerations then prevailing, and (Ciii) to continue and preserve the respective allocation allocations of the voting interests with respect to the Company arising out of CIT/VCeach such Affected CVC Investor's ownership of voting Securities of the Company and/or securities or provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC such Affected CVC Investor to permit any Person(s) Affiliate designated by CIT/VC it to exercise any voting power which is relinquished by CIT/VC any such Affected CVC Investor upon any exchange of voting Securities securities for nonvoting Securities non-voting securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC any Affected CVC Investor elects to transfer Securities securities of the Company to a Regulated Holder in order to avoid a Regulatory ProblemProblem and is in compliance with this Section 7.1(d), the Company shall enter into such agreements with such Regulated Holder as it such Regulated Holder may reasonably request in order to assist such Regulated Holder in complying with applicable laws, laws and regulations to which it is subject. Such ; provided, however, that such agreements may include restrictions on shall not adversely affect the 39. redemption, repurchase or retirement rights of Securities any other holders 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 regulationsInterests.

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 CIT/VC 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 use commercially reasonable efforts become a party to this Agreement and the Shareholders Agreement), and the Company shall take all such actions as are reasonably requested by CIT/VC the Investor in order to (A) to effectuate and facilitate any transfer by CIT/VC the Investor of any Securities of the Company then held by CIT/VC the Investor to any Person person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)the Investor, (B) to permit CIT/VC the Investor (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 voting Securities such nonvoting common stock or Common Stock on such terms as are requested by CIT/VC the 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, (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe Investor's ownership of voting Securities of the Company securities and/or provided for in this the Shareholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC the Investor) to permit any Person(sperson(s) designated by CIT/VC the Investor to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); Investor, and the Company shall enter into such additional agreements, adopt such amendments to (D) amend this Agreement, the Company's Charter and the Company's By-laws Certificate of Incorporation and other relevant related agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer Securities this Agreement agree to vote their securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

Regulatory Compliance Cooperation. (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of If a Regulatory Problem. In the event that CIT/VC Regulated Holder (as defined below) determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to and the other Stockholders will (i) take all such actions to avoid or cure such Regulatory Problem as are reasonably requested by CIT/VC such Regulated Holder in order (A) to effectuate and facilitate any transfer a Transfer by CIT/VC such Regulated Holder of any Securities securities of the Company then held by CIT/VC such Regulated Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Regulated Holder, (B) to permit CIT/VC such Regulated Holder (or any Affiliate of CIT/VCsuch 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 Voting Securities of the Company on such terms as are requested by CIT/VC such Regulated Holder in light of regulatory considerations then prevailing, and (C) to preserve and continue and preserve the respective allocation of the voting interests and powers with respect to the Company arising out of CIT/VCsuch Regulated Holder's ownership of voting Voting Securities of the Company and/or and as provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by CIT/VC such Regulated Holder to permit any Person(s) a Person designated by CIT/VC such Regulated Holder to exercise any voting power which is relinquished by CIT/VC such Regulated Holder upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Voting Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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.for nonvoting 11

Regulatory Compliance Cooperation. (ai) CIT/VC agrees Before Holdings redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to use commercially reasonable best efforts 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 (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 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 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 quantity of Holdings' securities they own in order to avoid the occurrence Regulatory Problem. Holdings shall and shall cause its Subsidiaries to cooperate and assist BTFIC by taking such actions as may be necessary or (in the opinion of BTFIC) desirable as reasonably requested by BTFIC to resolve such 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. In the event that CIT/VC determines that it has For purposes of this Section, a Regulatory Problem"REGULATORY PROBLEM" means any transaction, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order circumstance or situation whereby (A) to effectuate BTFIC and facilitate any transfer by CIT/VC its Affiliates would own, control or have power over a greater quantity of securities of any Securities 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 or provide financing to Holdings or the Company then held by CIT/VC to any Person designated by CIT/VC (subject, however, to in compliance with Section 3 any applicable requirement of this Agreement)any governmental authority, or (B) to permit CIT/VC 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 hold the Underlying Warrant Stock or other capital stock held by BTFIC or exercise any Affiliate of CIT/VC) significant right with respect to exchange all or any portion of the voting Securities of the Company then such capital stock 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 or provide financing 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 CIT/VC in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to Holdings or the Company arising out in compliance with any applicable requirement of 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 requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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 regulationsgovernmental authority.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC 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 use commercially reasonable efforts become a party to this Agreement), and the Company shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Aa) to effectuate and facilitate any transfer by CIT/VC such SBIC Holder of any Securities securities of the Company then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such SBIC Holder, (Bb) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits affiliates) to exchange all or any portion of the any voting Securities of the Company 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 Securities security on such terms as are requested by CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Cc) to continue and preserve the respective allocation allocations of the voting interests with respect to the Company arising out of CIT/VC's the SBICs' aggregate ownership of voting Securities of the Company securities and/or provided for in this the Amended Stockholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder reasonably acceptable to the Company to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Companysuch SBIC Holder); , and the Company shall enter into such additional agreements, adopt such amendments to (d) amend this Agreement, the Company's Charter Certificate of Incorporation, the Bylaws and the Company's By-laws and other relevant related agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer Securities this Agreement agree to vote their securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees If and to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In extent (x) the event that CIT/VC 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 related closing of such 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 use commercially reasonable efforts 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 CIT/VC the SBIC Holder in order to (Aa) to effectuate and facilitate any transfer by CIT/VC of any Securities of the Company then held by CIT/VC SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)the SBIC Holder, (Bb) to permit CIT/VC the SBIC Holder (or any Affiliate of CIT/VCits affiliates) to exchange all or any portion of the any voting Securities of the Company 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 Securities security on such terms as are requested by CIT/VC the SBIC Holder in light of regulatory considerations then prevailing, and (Cc) to continue and preserve the respective allocation allocations of the voting interests with respect to the Company Corporation arising out of CIT/VCthe SBIC's ownership of voting Securities of the Company securities and/or provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC the SBIC Holder to permit any Person(s) designated by CIT/VC the SBIC Holder reasonably acceptable to the Corporation to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); SBIC Holder and the Company shall enter into such additional agreements, adopt such amendments to (d) amend this Agreement, the Company's Charter Certificate of Incorporation, the Bylaws and the Company's By-laws and other relevant related agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer Securities this Agreement agree to vote their shares of the Company to a Regulated Holder Common Stock in order to avoid a Regulatory Problem, the Company shall enter into favor of such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

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 CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Ai) to effectuate and facilitate any such transfer by CIT/VC such SBIC Holder of any Securities of the Company then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Person, (Bii) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Ciii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe SBIC Holder's ownership of voting Securities of the Company and/or provided for in this 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 CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder) to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such SBIC Holder and the Company shall enter into such additional agreements, adopt such amendments to (iv) amend this Agreement, the Company's Charter Restated Certificate, and the Company's By-laws and any other relevant related documents, agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order or instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer this Agreement agree to vote their Securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC 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 agrees to use commercially reasonable efforts to if it believes a Regulatory Problem is likely), and the Company shall take all such actions as are reasonably requested by CIT/VC RFE Investment Partners in order to (A1) to effectuate and facilitate any transfer by CIT/VC RFE Investment Partners of any Securities securities of the Company then held by CIT/VC RFE Investment Partners to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)RFE Investment Partners, (B2) to permit CIT/VC RFE Investment Partners (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the any voting Securities of the Company 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 Securities security on such terms as are reasonably requested by CIT/VC RFE Investment Partners in light of regulatory considerations then prevailing, and (C3) to continue and preserve the respective allocation allocations of the voting interests with respect to the Company arising out of CIT/VC's RFE Investment Partners’ ownership of voting Securities of the Company 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 CIT/VC RFE Investment Partners to permit any Person(s) designated by CIT/VC RFE Investment Partners to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); RFE Investment Partners) and the Company shall enter into such additional agreements, adopt such amendments to (4) amend this Agreement, the Company's Charter Certificate of Incorporation, the Bylaws and the Company's By-laws and other relevant related agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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.

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 CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Ai) to effectuate and facilitate any such transfer by CIT/VC such SBIC Holder of any Securities of the Company then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Person, (Bii) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Ciii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe SBIC Holder's ownership of voting Securities of the Company and/or provided for in this 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 CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder) to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such SBIC Holder and the Company shall enter into such additional agreements, adopt such amendments to (iv) amend this Agreement, the Company's Charter Restated Certificate, and the Company's By-laws and any other relevant related documents, agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order or instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer this Agreement agree to vote their Securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Aa) to effectuate and facilitate any transfer by CIT/VC such SBIC Holder of any Securities securities of the Company then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such SBIC Holder, (Bb) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits Affiliate) to exchange all or any portion of the voting Securities of the Company 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 voting Securities Common Stock on such terms as are requested by CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Cc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe SBIC's ownership of voting Securities of the Company securities and/or provided for in this the Stockholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such SBIC Holder and the Company shall enter into such additional agreements, adopt such amendments to (d) amend this Agreement, the Company's Certificate of Incorporation, the Charter and the Company's By-laws Amendment and other relevant related agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer Securities this Agreement agree to vote their securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

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 CIT/VC a Class A Member reasonably determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts 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 CIT/VC such Class A Member in order (AI) to effectuate and facilitate any transfer by CIT/VC such Class A Member of any Securities of in the Company then held by CIT/VC such Class A Member to any Person designated by CIT/VC (subjectsuch Class A Member, howeveras applicable; provided, to compliance with that Section 3 of this Agreement)9.1(b)(iii) shall be complied with, (BII) to permit CIT/VC such Class A Member (or any Affiliate of CIT/VCits respective Affiliates) 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 [***] Confidential Treatment Requested that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by CIT/VC such Class A Member into voting Securities and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (CIII) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's such Class A Member’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 CIT/VC such Class A Member to permit any Person(s) designated by CIT/VC such Class A Member to exercise any voting power which is relinquished by CIT/VC 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, the Company's Charter and the Company's By-laws Agreement and other relevant agreements and taking take such additional actions, in each case as are reasonably requested by CIT/VC 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 CIT/VC a Class A Member is, or elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory ProblemProblem 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 enter into such agreements with be applicable to 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 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 39. redemption, repurchase or retirement of same terms as would have existed had such Class A Member acquired the Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more so offered and immediately requested their exchange for non-voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulationsSecurities as provided above.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of If a Regulatory Problem. In the event that CIT/VC Stockholder determines that it has a Regulatory ProblemProblem (as defined below), the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order such Stockholder (Ax) to effectuate and facilitate any transfer by CIT/VC such Stockholder of any Securities (as defined below) of the Company then held by CIT/VC such Stockholder to any Person person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Stockholder, (By) to permit CIT/VC such Stockholder (or any Affiliate of CIT/VCsuch Stockholder) to exchange all or any portion of the voting Securities of the Company 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 CIT/VC such Purchaser in light of regulatory considerations then prevailing, and (Cz) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's ownership of voting Securities of the Company and/or provided for in this Stockholders' Agreement before and with respect to such Stockholder's ownership of the transfers and amendments referred to above Company's voting Securities. Such actions may include, without limitation, (including x) entering into such additional agreements as are reasonably requested by CIT/VC such Stockholder to permit any Person(s) designated by CIT/VC such Stockholder to exercise any voting power which is relinquished by CIT/VC such Stockholder upon any exchange of voting Securities for nonvoting Securities of the Company); Company and the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement, the Company's Charter Certificate of Incorporation and bylaws of the Company's By-laws and other relevant agreements Company and taking such additional actions, in each case actions as are reasonably requested by CIT/VC such Stockholder in order to effectuate the intent of the foregoing. If CIT/VC elects Each Stockholder agrees to transfer Securities of cooperate with the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable lawsthis Section ll(a), and regulations including, without limitation, voting to which it is subject. Such agreements may include restrictions on approve amending the 39. redemption, repurchase or retirement Company's Certificate of Securities of Incorporation in a manner reasonably requested by the Company that would result or be reasonably expected to result in Stockholder requesting such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulationsamendment.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC FVR, FEP, or any other Institutional Stockholder that is a 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such Regulated Holder in order to (Aa) to effectuate and facilitate any transfer by CIT/VC such Regulated Holder of any Securities securities of the Company then held by CIT/VC such Regulated Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Regulated Holder, (Bb) to permit CIT/VC such Regulated Holder (or any Affiliate of CIT/VCits affiliates) to exchange all or any portion of the any voting Securities of the Company 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 Securities security on such terms as are requested by CIT/VC such Regulated Holder in light of regulatory considerations then prevailing, and (Cc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of 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 requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to amend this Agreement, the Company's Charter and Charter, the Company's By-laws bylaws and other relevant related agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer Securities this Agreement agree to vote their securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the such amendments and actions. The Company shall enter into such agreements with give reasonable prior notice to each Regulated Holder, if such Regulated Holder as it may reasonably request in order to assist does not otherwise receive notice thereof hereunder, of any repurchase or redemption of Stock, or other corporate transaction, that would increase such Regulated Holder in complying with applicable laws, and regulations to which it is subject. Such agreements may include restrictions on the 39. redemption, repurchase or retirement of Securities Holder's percentage ownership of the Company that would result Stock 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 regulationsany class thereof.

Regulatory Compliance Cooperation. (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence If CVCA (or any Permitted Transferee of CVCA that is a Regulatory Problem. In the event that CIT/VC Regulated Holder) determines that it has a Regulatory Problem, the Company agrees to and the other holders of 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 CIT/VC CVCA (or such other Regulated Holder) in order (A) to effectuate and facilitate any transfer Transfer by CIT/VC CVCA (or such other Regulated Holder) of any Company Securities of the Company then held by CIT/VC CVCA (or such Regulated Holder) to any Person designated by CIT/VC CVCA (subject, however, to compliance with Section 3 of this Agreementor such Regulated Holder), (B) to permit CIT/VC CVCA (or such Regulated Holder or any Affiliate of CIT/VCsuch Regulated Holder) to exchange all or any portion of the voting Securities its shares of the Company then held by such Person on a share-for-share basis 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 into voting Securities on such terms as are requested by CIT/VC in light of regulatory considerations then prevailingClass B Common Stock, and (C) to preserve and continue and preserve the respective allocation of the voting interests and powers with respect to the Company arising out of CIT/VCCVCA's (or such Regulated Holder's) ownership of voting Securities shares of the Company and/or Class B Common Stock and as provided for in this Agreement before the transfers Transfers and amendments exchanges referred to above (including entering into such additional agreements as are reasonably requested by CIT/VC CVCA (or such Regulated Holder) to permit any Person(s) a Person designated by CIT/VC CVCA (or such Regulated Holder) to exercise any the voting power which is rights relinquished by CIT/VC CVCA (or such Regulated Holder) upon any the exchange of voting Securities shares of Class A Common Stock for nonvoting Securities shares of the CompanyClass B Common Stock); , and the Company shall (ii) enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter Certificate of Incorporation and the Company's By-laws bylaws and other relevant agreements and taking take such additional actions, in each case as are reasonably requested by CIT/VC CVCA (or such Regulated Holder), in order to effectuate the purpose and intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC Investor determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC Investor in order (A) to effectuate and facilitate any transfer by CIT/VC Investor of any Securities of the Company then held by CIT/VC Investor to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)Investor, (B) to permit CIT/VC Investor (or any Affiliate of CIT/VCits Affiliates) 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 CIT/VC Investor in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCInvestor's ownership of voting Securities of the Company and/or provided for in this the Voting Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC Investor to permit any Person(s) designated by CIT/VC Investor to exercise any voting power which is relinquished by CIT/VC Investor upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter Articles of Organization and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC Investor in order to effectuate the intent of the foregoing. If CIT/VC Investor elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC the Investor or any of the SBICs reasonably determines that it has a Regulatory ProblemProblem (as defined below), the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC such Person in order (A) to effectuate and facilitate any transfer by CIT/VC the Investor of any Securities of the Company then held by CIT/VC it to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)the Investor or the SBIC, (B) to permit CIT/VC the Investor (or any Affiliate of CIT/VCits Affiliates) 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 CIT/VC the Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe Investor's ownership of voting Securities of the Company and/or provided for in this the Shareholders' Agreement (as defined below) before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC the Investor to permit any Person(s) designated by CIT/VC the Investor to exercise any voting power which is relinquished by CIT/VC the Investor upon any exchange of voting Securities for nonvoting non-voting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC the Investor elects to transfer Securities of the Company to a Regulated Holder (as defined below) in order to avoid a Regulatory Problem, the Company and such Regulated Holder shall enter into such mutually acceptable agreements with as such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, 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.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC the Investor reasonably determines and notifies the Company that it has a Regulatory Problem, the Company agrees to use all commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC the Investor in order (A) to effectuate and facilitate any transfer by CIT/VC the Investor of any Securities of the Company then held by CIT/VC the Investor to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)the Investor, (B) to permit CIT/VC the Investor (or any Affiliate of CIT/VCits Affiliates) 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 to the extent permitted by law and shall be convertible into voting Securities on such terms as are requested by CIT/VC the Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe Investor's ownership of voting Securities of the Company and/or provided for in this Agreement 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 CIT/VC the Investor to permit any Person(s) designated by CIT/VC the Investor to exercise any voting power which is relinquished by CIT/VC the Investor upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter (y) entering into such additional agreements, seeking to adopt such amendments to this AgreementCompliance Sideletter, the Company's Charter Amended and Restated Articles of Incorporation (the "Charter") and the Company's By-laws Amended and other relevant agreements Restated Bylaws (the "Bylaws") and taking such additional actions, in each case actions as are reasonably requested by CIT/VC the Investor in order to effectuate the intent of the foregoing 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 Investor or the Company, any of the agreements, rights or obligations of the parties reflected herein or in the Charter, Bylaws or Shareholders' Agreement and shall not result in material liability to the Company or any officer 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. Subject to the foregoing. If CIT/VC , if the Investor elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company and such Regulated Holder shall enter into such mutually acceptable agreements with as such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, 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 Securities or total securities Securities (equity and debt) than it is permitted to hold under such laws and regulations.

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 CIT/VC Investor determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC Investor in order (A) to effectuate and facilitate any transfer by CIT/VC Investor of any Securities of the Company then held by CIT/VC Investor to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)Investor, (B) to permit CIT/VC Investor (or any Affiliate of CIT/VCits Affiliates) 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 CIT/VC Investor in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCInvestor's ownership of voting Securities of the Company and/or provided for in this the Voting Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC Investor to permit any Person(s) designated by CIT/VC Investor to exercise any voting power which is relinquished by CIT/VC Investor upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter Articles of Organization and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC Investor in order to effectuate the intent of the foregoing. If CIT/VC Investor elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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.

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 CIT/VC 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 use commercially reasonable efforts to acquire and assume the rights and obligations of such SBIC Holder under this Agreement), and the Company shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Ai) to effectuate and facilitate any such transfer by CIT/VC such SBIC Holder of any Securities securities of the Company then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Person, (Bii) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 Securities Common Stock on such terms as are requested by CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Ciii) to continue and preserve the respective allocation of the voting interests 28 with respect to the Company arising out of CIT/VCthe SBIC's ownership of voting Securities of the Company securities and/or provided for in this the Stockholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such SBIC Holder, and the Company shall enter into such additional agreements, adopt such amendments to (iv) amend this Agreement, the Company's Charter Amended and the Company's By-laws Restated Certificate of Incorporation, and any other relevant related documents, agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order or instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of If a Regulatory Problem. In the event that CIT/VC Stockholder determines that it has a Regulatory Problem, the Company Corporation agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order such Stockholder (Ax) to effectuate and facilitate any transfer Transfer by CIT/VC such Stockholder of any Securities (as defined below) of the Company Corporation then held by CIT/VC such Stockholder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Stockholder, (By) to permit CIT/VC such stockholder (or any Affiliate of CIT/VCsuch Stockholder) 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 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 CIT/VC such Stockholder in light of regulatory considerations then prevailing, and (Cz) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCCorporation provided for in the Certificate and this Agreement and with respect to such Stockholder's ownership of the Corporation's voting Securities of the Company and/or provided for in this Agreement 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 CIT/VC such Stockholder to permit any Person(s) designated by CIT/VC such Stockholder to exercise any voting power which is relinquished by CIT/VC such Stockholder upon any exchange of voting Securities for nonvoting Securities of the Company)Corporation; and the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement, the Company's Charter Certificate and the Company's By-laws and other relevant agreements Bylaws of the Corporation and taking such additional actions, in each case actions as are reasonably requested by CIT/VC such Stockholder in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities ; provided, however that such actions will not change materially any of the Company to a Regulated Holder in order to avoid a Regulatory Problemagreements, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, and regulations to which it is subject. Such agreements may include restrictions on the 39. redemption, repurchase rights or retirement of Securities obligations of the Company that would result parties reflected herein or be reasonably expected to result in such Regulated Holder holding more voting securities the Certificate or total securities (equity and debt) than it is permitted to hold under such laws and regulationsthe Bylaws.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of If a Regulatory Problem. In the event that CIT/VC Stockholder determines that it has a Regulatory Problem, the Company Corporation agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order such Stockholder (Ax) to effectuate and facilitate any transfer Transfer by CIT/VC such Stockholder of any Securities (as defined below) of the Company Corporation then held by CIT/VC such Stockholder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Stockholder, (By) to permit CIT/VC such Stockholder (or any Affiliate Table of CIT/VCContents of such Stockholder) 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 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 CIT/VC such Stockholder in light of regulatory considerations then prevailing, and (Cz) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's ownership of voting Securities of the Company and/or Corporation provided for in the Certificate and this Agreement before and with respect to such Stockholder’s ownership of the transfers and amendments referred to above Corporation’s voting Securities. Such actions may include, without limitation, (including x) entering into such additional agreements as are reasonably requested by CIT/VC such Stockholder to permit any Person(s) designated by CIT/VC such Stockholder to exercise any voting power which is relinquished by CIT/VC such Stockholder upon any exchange of voting Securities for nonvoting Securities of the Company)Corporation; and the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement, the Company's Charter Certificate and the Company's By-laws and other relevant agreements Bylaws of the Corporation and taking such additional actions, in each case actions as are reasonably requested by CIT/VC such Stockholder in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities ; provided, however that such actions will not change materially any of the Company to a Regulated Holder in order to avoid a Regulatory Problemagreements, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, and regulations to which it is subject. Such agreements may include restrictions on the 39. redemption, repurchase rights or retirement of Securities obligations of the Company that would result parties reflected herein or be reasonably expected to result in such Regulated Holder holding more voting securities the Certificate or total securities (equity and debt) than it is permitted to hold under such laws and regulationsthe Bylaws.

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 CIT/VC 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 agrees Note and Warrant Purchase Agreement, the Voting Agreement, or the Third Amended and Restated Stock Restriction Agreement dated as of the date hereof and in effect from time to use commercially reasonable efforts to time (the "Stock Restriction Agreement") and Acusphere shall take all such actions as are reasonably requested by CIT/VC Bank of America Ventures or BancBoston Ventures, as applicable, in order to (Ai) to effectuate and facilitate any transfer by CIT/VC it of any Securities securities of the Company Acusphere then held by CIT/VC it to any Person person designated by CIT/VC (subjectBank of America Ventures or BancBoston Ventures, howeveras applicable, provided that such person is reasonably acceptable to compliance with Section 3 of Acusphere and agrees in writing to be bound by this Agreement), the Note and Warrant Purchase Agreement, the Voting Agreement, and the Stock Restriction Agreement, (Bii) to permit CIT/VC Bank of America Ventures or BancBoston Ventures (or any Affiliate of CIT/VC) their affiliates), as applicable, to exchange all or any portion of the any voting Securities security of the Company 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 Securities security on such terms as are requested by CIT/VC it in light of regulatory considerations then prevailing, prevailing and (Ciii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of 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 requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to amend this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actionsas amended from time to time, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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.this Agreement agree to

Regulatory Compliance Cooperation. (a) CIT/VC agrees to Notwithstanding any other provision of this Warrant, the Company will use commercially reasonable its best efforts to avoid insure that the occurrence 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 ProblemProblem 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. In Notwithstanding the foregoing, in the event that CIT/VC determines that it has a Regulatory ProblemProblem exists, the Company agrees in good faith to use commercially reasonable efforts amend this Warrant (including, if necessary, to take all provide that upon exercise hereof such actions as are reasonably requested by CIT/VC in order (A) to effectuate and facilitate any transfer by CIT/VC holder shall receive non-voting shares of any Securities Common Stock of the Company then held by CIT/VC to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement), (B) to permit CIT/VC (or any Affiliate of CIT/VCsurviving entity) to exchange all or any portion upon the request of the voting Securities of holder hereof in such a way so that the Company then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the CompanyRegulatory Problem no longer exists, which non-voting Securities shall be identical in all respects to such voting Securitiesprovided that, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by CIT/VC in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect subject to the Company arising out of 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 requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problemnext succeeding sentence, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order not be required to assist such Regulated Holder in complying with applicable laws, and regulations agree to which it is subject. Such agreements may include restrictions any amendment that would have a materially adverse effect on the 39Company's rights under this Warrant. redemptionThe Company agrees that, repurchase or retirement so long as the economic terms of Securities this Warrant remain substantially the same, any such 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 consent to any amendment to this Warrant requested by the Company to provide that upon exercise hereof such holder shall receive non-voting shares of Common Stock of the Company or any surviving entity; provided, that 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 deemed to have a "Regulatory Problem" when such Person or such Person's affiliates would result own, control or be reasonably expected to result in such Regulated Holder holding more voting have power, directly or indirectly, over a greater quantity of securities or total securities (equity and debt) of any kind issued by the Company than it is permitted to hold under any requirement of any governmental authority binding on such laws and regulationsPerson.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC a Regulated Holder determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC such Regulated Holder in order to (A) to effectuate and facilitate any transfer of securities by CIT/VC of any Securities of the Company then held by CIT/VC such Regulated Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Regulated Holder, (B) to permit CIT/VC such Regulated Holder (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 securities on such terms as are requested by CIT/VC such Person in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCsuch Regulated Holder's ownership of voting Securities of the Company and/or provided for in this Agreement securities before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC such Regulated Holder to permit any Person(s) designated by CIT/VC such Regulated Holder to exercise any voting power which is relinquished by CIT/VC such Regulated Holder upon any exchange of voting Securities securities for nonvoting Securities securities of the Company); , and the Company shall enter (D) entering into such additional agreements, adopt adopting such amendments to this Agreement, the Company's Charter certificate of incorporation and bylaws of the Company's By-laws Company and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC such Regulated Holder in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the The Company shall enter into obtain the agreement of all of its stockholders to cooperate in complying with this Section 7(n), including without limitation the agreement of such agreements with stockholders to approve amending its certificate of incorporation in a manner reasonably requested by such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable lawseffectuate clauses (A), (B) 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 debtC) than it is permitted to hold under such laws and regulationsabove.

Regulatory Compliance Cooperation. 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 into or exchangeable for any shares of any class of its capital stock, the Company shall give written notice of such pending action to any Purchaser that is a bank holding company (aa "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), the Company shall defer taking such action for such period (not to extend beyond 45 days (or 10 days in the case of the following proviso) CIT/VC agrees after such BHC Purchaser's receipt of the Company's original notice) as such BHC Purchaser requests to use commercially reasonable best efforts permit it and its Affiliates to reduce the quantity of the Company's securities they own in order to avoid the occurrence Regulatory 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 BHC Purchaser to have a Regulatory Problem. In The Company shall grant to any subsequent holder of the event that CIT/VC determines that it has Underlying Class A Common Stock owned by a BHC Purchaser, upon such holder's request, the same rights granted to the BHC Purchasers pursuant to this 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 have power over a greater quantity of securities of any kind issued by the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order (A) to effectuate and facilitate any transfer by CIT/VC of any Securities of the Company then held by CIT/VC to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement), (B) to permit CIT/VC (or any Affiliate of CIT/VCother entity than are permitted under the BHCA (as defined below) 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 CIT/VC in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of 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 requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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 regulationspromulgated thereunder.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of If a Regulatory Problem. In the event that CIT/VC Stockholder determines that it has a Regulatory ProblemProblem (as defined below), the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order such Stockholder (Ax) to effectuate and facilitate any transfer by CIT/VC such Stockholder of any Securities (as defined below) of the Company then held by CIT/VC such Stockholder to any Person person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Stockholder, (By) to permit CIT/VC such Stockholder (or any Affiliate of CIT/VCsuch Stockholder) to exchange all or any portion of the voting Securities of the Company 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 CIT/VC such Purchaser in light of regulatory considerations then prevailing, and (Cz) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's ownership of voting Securities of the Company and/or provided for in this Agreement before and with respect to such Stockholder's ownership of the transfers and amendments referred to above Company's voting Securities. Such actions may include, without limitation, (including x) entering into such additional agreements as are reasonably requested by CIT/VC such Stockholder to permit any Person(s) designated by CIT/VC such Stockholder to exercise any voting power which is relinquished by CIT/VC such Stockholder upon any exchange of voting Securities for nonvoting non-voting Securities of the Company); Company and the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement, the Company's Charter Certificate of Incorporation and the Company's Byby-laws and other relevant agreements of the Company and taking such additional actions, in each case actions as are reasonably requested by CIT/VC such Stockholder in order to effectuate the intent of the foregoing. If CIT/VC elects Each Stockholder agrees to transfer Securities of cooperate with the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable lawsthis Section 11(a), and regulations including, without limitation, voting to which it is subject. Such agreements may include restrictions on approve amending the 39. redemption, repurchase or retirement Company's Certificate of Securities of Incorporation in a manner reasonably requested by the Company that would result or be reasonably expected to result in Stockholder requesting such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulationsamendment.

Regulatory Compliance Cooperation. (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of If a Regulatory Problem. In the event that CIT/VC Regulated Holder determines that it has a Regulatory Problem, the Company Corporation agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order such Regulated Holder (Ax) to effectuate and facilitate any transfer by CIT/VC such Regulated Holder of any Securities securities of the Company Corporation then held by CIT/VC such Regulated Holder to any Person person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Regulated Holder, (By) to permit CIT/VC such Regulated Holder (or any Affiliate of CIT/VCsuch Regulated Holder) to exchange all or any portion of the voting Securities securities of the Company 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 securities on such terms as are requested by CIT/VC such Regulated Holder in light of regulatory considerations then prevailing, and (Cz) 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 CIT/VCIncorporation of the Corporation and this Agreement and with respect to such Regulated Holder's ownership of the Corporation's voting Securities of the Company and/or provided for in this Agreement 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 CIT/VC such Regulated Holder to permit any Person(s) persons designated by CIT/VC such Regulated Holder to exercise any voting power which is relinquished by CIT/VC such Regulated Holder upon any exchange of voting Securities securities for nonvoting Securities securities of the Company)Corporation; and the Company shall enter (y) entering into such additional agreements, adopt adopting such amendments to this Agreement, the Company's Charter Certificate of Incorporation and the Company's By-laws and other relevant agreements of the Corporation and taking such additional actions, in each case actions as are reasonably requested by CIT/VC such Regulated Holder in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory ProblemAs used herein, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with 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."

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 CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Aa) to effectuate and facilitate any such transfer by CIT/VC such SBIC Holder of any Securities of the Company then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Person, (Bb) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Cc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe SBIC Holder's ownership of voting Securities of the Company and/or provided for in this 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 CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder) to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such SBIC Holder and the Company shall enter into such additional agreements, adopt such amendments to (d) amend this Agreement, the Company's Charter Restated Certificate, and the Company's By-laws and any other relevant related documents, agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order or instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer this Agreement agree to vote their Securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

Regulatory Compliance Cooperation. (ai) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC a Regulated Holder reasonably determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC such Regulated Holder in order (A) to effectuate and facilitate any transfer by CIT/VC the Regulated Holder of any Securities securities of the Company then held by CIT/VC the Regulated Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)the Regulated Holder, (B) to permit CIT/VC the Regulated Holder (or any Affiliate of CIT/VCits Affiliates) 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 CIT/VC the Regulated Holder and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe Regulated Holder'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 requested by CIT/VC the Regulated Holder to permit any Person(s) designated by CIT/VC the Regulated Holder to exercise any voting power which is relinquished by CIT/VC the Regulated Holder upon any exchange of voting Securities for nonvoting non-voting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC the Regulated Holder elects to transfer Securities of the Company to a another Regulated Holder in order to avoid a Regulatory Problem, the Company and such other Regulated Holder shall enter into such mutually acceptable agreements with as such other Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, 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 Holder's holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations.

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 CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Aa) to effectuate and facilitate any such transfer by CIT/VC such SBIC Holder of any Securities of the Company then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Person, (Bb) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Cc) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe SBIC Holder's ownership of voting Securities of the Company and/or provided for in this 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 CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder) to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such SBIC Holder and the Company shall enter into such additional agreements, adopt such amendments to (d) amend this Agreement, the Company's Charter Restated Certificate, and the Company's By-laws and any other relevant related documents, agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order or instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer this Agreement agree to vote their Securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

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 CIT/VC 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 Company Stock (and any shares of Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer and without complying with the provisions of Section 4.3, but subject to the other provisions of this Agreement and federal and state securities law restrictions, and the Company agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Ai) to effectuate and facilitate any such transfer by CIT/VC such SBIC Holder of any Securities of the Company Stock then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Person, (Bii) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company Voting Stock then held by such Person it on a share-for-share basis for shares of a class of non-non- voting Securities Stock of the Company, which non-voting Securities Stock shall be identical in all respects to such voting SecuritiesStock, except that such new Securities non-voting Stock (or Common Stock, as applicable) shall be non-voting and shall be convertible into voting Securities Stock (or Common Stock, as applicable) on such terms as are requested by CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Ciii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe SBIC Holder's ownership of voting Securities of the Company stock and/or provided for in this Agreement before the transfers and amendments referred to above in this Section (including entering into such additional agreements as are reasonably requested by CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder) to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such SBIC Holder and the Company shall enter into such additional agreements, adopt such amendments to (iv) amend this Agreement, the Company's Charter Certificate, and the Company's By-laws and any other relevant related documents, agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order or instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer Securities this Agreement agree to vote their Company Stock in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.

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 CIT/VC 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 agrees to use commercially reasonable efforts to shall take all such actions as are reasonably requested by CIT/VC such SBIC Holder in order to (Ai) to effectuate and facilitate any such transfer by CIT/VC such SBIC Holder of any Securities of the Company then held by CIT/VC such SBIC Holder to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement)such Person, (Bii) to permit CIT/VC such SBIC Holder (or any Affiliate of CIT/VCits Affiliates) to exchange all or any portion of the voting Securities of the Company 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 CIT/VC such SBIC Holder in light of regulatory considerations then prevailing, and (Ciii) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VCthe SBIC Holder's ownership of voting Securities of the Company and/or provided for in this 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 CIT/VC such SBIC Holder to permit any Person(s) designated by CIT/VC such SBIC Holder to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); such SBIC Holder) and the Company shall enter into such additional agreements, adopt such amendments to (iv) amend this Agreement, the Company's Charter Restated Certificate, and the Company's By-laws and any other relevant related documents, agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order or instruments to effectuate the intent of and reflect the foregoing. If CIT/VC elects The parties to transfer this Agreement agree to vote their Securities in favor of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, amendments 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 regulationsactions.