Common use of Regulatory Matters; Third Party Consents Clause in Contracts

Regulatory Matters; Third Party Consents. (i) Buyer and Seller shall cooperate with each other and (A) shall use their commercially reasonable efforts to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall have the right to review in advance, and shall consult with the other party on, all the information relating to Seller, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer The Parties shall, and Seller shall cause their respective Affiliates to, cooperate with each other and (A) shall use their commercially reasonable best efforts to prepare and to file as promptly as practicable after the date hereof hereof, prepare and file, or cause to be prepared and filed, all necessary documentation, and documentation to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreementfilings with, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permitafter the date hereof all permits, consentconsents, approvalapprovals, orderwaivers and authorizations of, waiver all third parties and Governmental Authorities that are necessary or authorization of such Governmental Authority or third party which is necessary advisable to timely consummate the transactions contemplated by hereby, including those set forth in Sections 7.01(c) - (e) of this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they ; provided that no Party will be obligated to cause make any unreasonable payments or permit offer or grant any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) unreasonable accommodation in order to obtain any permitthe approvals, consentconsents, approvalwaivers or confirmations required by Sections 7.01(c) - (e). All such third party consents, orderwaivers, waiver or authorization approvals and notices shall be in writing and in form and substance reasonably satisfactory to the Parties, and executed originals of such a Governmental Authority or third party. (b) Subject consents, waivers and approvals shall be made available to applicable law relating to the exchange of information, Buyer and Seller shall have the right to review in advanceeach Party for inspection promptly after receipt thereof, and copies of such notices shall consult with be made available to each Party promptly after the other party on, all the information relating to Seller, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreementmaking thereof. The parties hereto Parties agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party take all reasonable steps necessary to consummate the transactions contemplated satisfy any conditions or requirements imposed by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the consummation of the transactions contemplated by this Agreement (except hereby. The Parties hereto agree that they will keep the other Parties apprised in a timely manner of the status of matters relating to completion of the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)transactions contemplated hereby. (db) Buyer and Seller Each Party shall promptly advise each the other Party upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of relating to the transactions contemplated by this Agreement which causes such party hereby or otherwise materially affecting its ability to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayedtimely consummate the transactions contemplated hereby. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller shall cooperate with each other and (Ai) shall use their commercially reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreement, and (Bii) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority which is necessary to consummate the transactions contemplated by this Agreement. (b) Buyer and Seller shall cooperate with each other and (i) shall use their commercially reasonable efforts promptly to prepare and to file all necessary documentation, and to effect all applications, notices, petitions and filings, with each third party other than a Governmental Authority which are necessary to consummate the transactions contemplated by this Agreement, and (ii) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, waiver or authorization of such third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (bc) Subject to applicable law relating to the exchange of information, Buyer and Seller shall have the right to review in advance, and shall consult with the other party on, all the information relating to Seller, Seller and the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver approval or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver approval or authorization. The party responsible for a any such filing shall promptly deliver to the other party evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (cd) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (de) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The Parties shall cooperate with each other and (A) shall use their commercially reasonable efforts to promptly prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority Filings and each other third party which are necessary to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver all Consents of all third parties and Regulatory Authorities that are necessary or authorization of such Governmental Authority or third party which is necessary advisable to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to Transaction. Each of the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller Parties shall have the right to review in advance, and shall to the extent practicable each will consult with the other party on, in each case subject to applicable Laws relating to the exchange of information, all of the information relating to Seller, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which such Party that appears in any filing Filing made with, or written materials submitted to, any Governmental Authority third party or any other third party Regulatory Authority in connection with the transactions contemplated by this AgreementTransaction. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The parties hereto Parties agree that they will consult with each other with respect to the obtaining of any permitall Permits and Consents, consent, approval, order, waiver approvals and authorizations of all third parties and Regulatory Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement Transaction, and each party shall Party will keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver matters relating to the other party evidence completion of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptlyTransaction. (cb) Buyer and Seller The Parties shall, upon request, furnish to each other with all information concerning themselves, their respective subsidiariesSubsidiaries, directors, officers and stockholders shareholders and such other matters as that may be reasonably necessary or advisable in connection with the preparation of any applicationFiling with or notice to any Regulatory Authority in connection with the Transaction. (c) Parent and the Shareholder Representative shall promptly furnish each other with copies of all notices, noticepetitions and Filings with all Regulatory Authorities, petition and all written communications received by Parent or filing made by or on behalf of Buyerthe TPB Parties, as the Company case may be, or any of their respective Subsidiaries, Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would beor associates from, or relates to information that would bedelivered by any of the foregoing to, filed under a claim any Regulatory Authority, in respect of confidentiality)the Transaction. (d) Buyer and Seller In accordance with the listing rules of Nasdaq, Parent shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation notify Nasdaq of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all issuance of the certificates shares of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to Parent Common Stock in the Transaction within the requisite time period after the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer Sellers and Seller Purchaser shall cooperate with each other and (A) shall use their commercially reasonable efforts to prepare obtain all consents, approvals and to file promptly after the date hereof all necessary documentationagreements of, and to effect give and make all applicationsnotices and filings with, notices, petitions and filings, with each any Governmental Authority and each other third party which are Entity necessary to consummate authorize, approve or permit the consummation of the transactions contemplated by this Agreement, the Related Agreements and (B) shall use their commercially reasonable efforts to obtain any other agreements contemplated hereby or thereby, including, without limitation, as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in on Schedules 2.04, 3.03 and 4.04. Purchaser and Sellers will provide each other and their counsel the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall have the right opportunity to review in advance, advance and shall consult comment on all such filings with the other party on, all the information relating to Seller, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this AgreementEntity. The parties hereto agree that they Purchaser and Sellers will consult with keep each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised informed of the status of matters relating to obtaining any such permitthe regulatory approvals specified in Schedules 2.04, consent, approval, order, waiver or authorization3.03 and 4.04. The It is expressly understood by the parties hereto that each party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller hereto shall use commercially reasonable efforts to ensure that representatives of both Purchaser and Sellers shall have the right to attend and participate in any hearing, proceeding, meeting, conference or similar event before or with a Governmental Entity or other organization relating to this Agreement or a Related Agreement. In furtherance of the foregoing, Purchaser and Sellers shall provide each other reasonable advance notice of any such hearing, proceeding, meeting, conference or similar event. The notice required to be given under this Section 5.04 shall be given to representatives of Sellers or Purchaser entitled to receive notices hereunder. (b) Sellers and Purchaser shall cooperate and use commercially reasonable efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any Person required in connection with the execution and delivery of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby or thereby, including without limitation those set forth on Schedules 2.03, 2.04, 3.02, 3.03, 4.03 and 4.04. In the event and to the extent that Sellers and Purchaser are unable to obtain any required consents, approvals or agreements of any such Person (i) Sellers shall use commercially reasonable efforts in cooperation with Purchaser to (A) provide or cause to be prepared provided to Purchaser the benefits of any agreement with any such Person, and filed all (B) enforce for the account of Purchaser any rights of Sellers arising from any such agreement, and (ii) Purchaser shall use commercially reasonable efforts to perform the obligations of Sellers arising under any such agreement, to the extent that, by reason of the transactions consummated pursuant to this Agreement or otherwise, Purchaser has control over the resources necessary documentation to cause) perform such obligations. If and when any such consent, approval or agreement shall be obtained, the applicable Seller shall promptly assign all of its rights and obligations thereunder to Purchaser without the certificates payment of public convenience further consideration and necessity (or comparable authority) to which Purchaser shall, without the payment of any further consideration therefor, assume such Excluded Consents relate to rights and obligations and the applicable Seller shall be terminated on or prior to the Closing Date. The provisions relieved of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (obligation or comparable authority)liability hereunder.

Regulatory Matters; Third Party Consents. (ia) Buyer Subject to the terms and Seller shall cooperate with conditions of this Agreement, each other and (A) party shall use their its commercially reasonable efforts to prepare promptly take, or cause to be taken, all actions, and do, or cause to file promptly be done, all things necessary, proper or advisable under this Agreement and Applicable Laws to consummate the Transactions as soon as practicable after the date hereof hereof, including preparing as promptly as practicable all necessary documentation, and to effect all applications, notices, petitions and petitions, filings, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreementruling requests, and (B) shall use their commercially reasonable efforts other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any permit, consent, approval, order, waiver third party and/or any Insurance Department or authorization of such other Governmental Authority or third party which is necessary in order to consummate the transactions contemplated by Transactions. In furtherance and not in limitation of the foregoing, (i) Buyer at its expense shall make the filings required of Buyer and its Affiliates and its and their directors, officers and employees with the Insurance Departments comprising the Requisite Regulatory Approvals with respect to the Transactions within thirty-five (35) days of the date of this Agreement, and (ii) the Company and Buyer shall use their respective commercially reasonable efforts to make other filings pursuant to Applicable Laws that are necessary, proper or advisable with respect to the Transactions as promptly as practicable. Each party shall use commercially reasonable efforts to supply to any Governmental Authority as promptly as practicable any additional information or documentation that may be required by such Government Authority pursuant to Applicable Laws in connection with their review of the Transactions. All filing fees payable in connection with the foregoing shall be borne by the respective filing party incurring such expense. (b) Each of Buyer, on the one hand, and the Company, on the other hand, shall (and shall cause its Affiliates to), in connection with the actions referenced in Section 6.6(a) to obtain the Requisite Regulatory Approvals, (i) cooperate with each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry; (ii) to the extent permitted under Applicable Law, keep the other party and its counsel informed of any material communication received by such party from, or given by such party to, any other Governmental Authority regarding any of the Transactions; and (iii) to the extent reasonably practicable and permitted under Applicable Law, permit the other party and its counsel to review in advance any initial filing or submission (and amendments thereto) intended to be given by it to, and consult with each other in advance of any scheduled meeting or conference with, any Governmental Authority. Notwithstanding the foregoing or anything to the contrary in this Section 6.6, neither the Company nor Buyer shall be required to provide the other with any information or materials that are commercially sensitive or the disclosure of which would violate any of its contractual obligations or obligations with respect to confidentiality, contain personal information (including personal financial information) about an officer, director or control person of such party, or are subject to attorney-client privilege, attorney work product doctrine or similar privilege. (c) In connection with the covenants of the parties contained in Section 6.6(a) and Section 6.6(b), each of Buyer and the Company shall (and shall cause its Subsidiaries to) use commercially reasonable efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing on or before the Termination Date and (ii) avoid or eliminate each and every impediment under any Applicable Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Termination Date); provided, that, in each case, in no event will a party be obligated to pursue or participate in litigation in connection with the covenants of the parties contained in Section 6.6(a) and Section 6.6(b). (d) Notwithstanding anything to the contrary contained in this Agreement, neither Seller Buyer nor Buyer the Company shall be obligated (nor shall they be obligated to cause take or permit any of their respective refrain from taking or to agree to take, or for its Affiliates to be obligated) take or refrain from taking or agree to pay take, any action or provide to permit or suffer to exist any compensation restriction, condition, limitation or service to requirement that, individually or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall have the right to review in advance, and shall consult aggregate with the other party on, all the information relating to Seller, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any Governmental Authority or any other third party actions, restrictions, conditions, limitations or requirements, would reasonably be likely to result in connection with the transactions contemplated by this Agreementa Burdensome Condition. The parties hereto agree As used herein, “Burdensome Condition” means any condition that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. would (cI) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of require Buyer, the Company or any of their respective Affiliates to (1) (x) offer, sell, hold separate or operate in a specified manner, or agree to offer, sell, hold separate or operate in a specified manner or (y) consent to any Governmental Authority offer, sale, holding separate or operation in connection with a specified manner or agreement to offer, sell or hold separate or operation in a specified manner, in either case, before or after the transactions contemplated by this Agreement Closing, of any businesses, operations or assets, or interests in any businesses, operations or assets, of Buyer, the Company or any of their respective Affiliates, (except 2) fund or commit to fund any capital contribution to or for the benefit of the Company or any of its Subsidiaries, (3) limit the declaration and payment of ordinary dividends or (4) take or agree to take any other action or agree or consent to any limitation or restriction on or changes in any such businesses, operations or assets of Buyer or the Company or any of their respective Affiliates that, individually or in the aggregate, are materially adverse to the extent that such information would becombined businesses of Buyer, the Company and their respective Affiliates, taken as a whole, following the Closing or relates to information that would be, filed under their respective Affiliates or (II) be reasonably be expected to result in a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation material impairment of the transactions contemplated by this Agreement which causes such party to believe that there is benefits, taken as a reasonable likelihood that any requisite permitwhole, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or madethat, as applicable, and (ii) the date that is sixty (60) days after of the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts reasonably expects to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of from the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority)Transactions.

Regulatory Matters; Third Party Consents. (ia) Buyer Seller, Buyer, AMG, the Company, its Subsidiary, the Partnership, the Managers and the Management Corporations shall cooperate (and Seller shall cooperate cause the Company and its Subsidiary to cooperate) with each other and (A) shall use their commercially all reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or considered advisable by either Seller or Buyer to consummate the transactions contemplated by this Agreement, and Agreement (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate it being understood that Seller and/or the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer Company shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at responsible for communications with parties with whom the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth Company is in the permit, lease, or contract at issue contractual privity including all investment advisory clientele). Seller and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall will have the right to review in advance, and shall will consult with the other party others on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Seller, the Company and the Subsidiaries Company, its Subsidiary, or Buyer, as the case may be, and any of their respective Affiliates, Affiliates which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement, provided, however, that nothing contained herein shall be deemed to provide any party with a right to review any information provided to any Governmental Authority on a confidential basis in connection the transactions contemplated hereby. The parties hereto agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other others apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver to the other party parties evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filingapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Seller and Buyer and Seller shall act reasonably and promptlyas promptly as practicable. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer The parties to this Agreement shall, and Seller shall cause their respective Affiliates to, cooperate with each other and (A) shall use their commercially reasonable best efforts to prepare and to file as promptly as practicable after the date hereof (but, in any event, with respect to any notification required under the HSR Act, within 10 Business Days after the date hereof) prepare and file, or cause to be prepared and filed, all necessary documentation, and documentation to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreementfilings with, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permitafter the date hereof all permits, consentconsents, approvalapprovals, orderwaivers and authorizations of, waiver all third parties and Governmental Authorities that are necessary or authorization of advisable to timely consummate the Transactions. All such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the contrary in parties to this Agreement, neither Seller nor Buyer and executed originals of such consents, waivers and approvals shall be obligated (nor shall they be obligated made available to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction each party for inspection promptly after receipt thereof, and copies of such a notices shall be made available to each party promptly after the making thereof. The parties hereto agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority or third in connection with the consummation of the Transactions. Each party or otherwise incur any obligation to such a Governmental Authority or third party or its designee hereto (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees“Reviewing Party”) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall will have the right to review in advance, and shall the other party (the “Filing Party”) will consult with the other party Reviewing Party on, all the information relating to Seller, the Company Reviewing Party and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which its Affiliates that appears in any filing made with, or written materials submitted to, by the Filing Party to any Governmental Authority or any other third party in connection with the transactions contemplated by this AgreementTransactions. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other parties apprised in a timely manner of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver matters relating to the other party evidence completion of the filing Transactions. Each of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item the parties hereto agrees that none of additional the information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company regarding it or any of their respective its Affiliates supplied or to be supplied by it, or to be supplied on its behalf, in writing specifically for inclusion in any documents to be filed with any Governmental Authority in connection with the transactions contemplated by this Agreement (except Transactions will, at the respective times such documents are filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the extent that such information would bestatements therein, or relates to information that would bein light of the circumstances under which they were made, filed under a claim of confidentiality)not misleading. (db) Buyer and Seller Each party to this Agreement shall promptly advise each the other party upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything relating to the contrary contained in this Section 6.5 Transactions or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior otherwise materially affecting its ability to timely consummate the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority)Transactions.

Regulatory Matters; Third Party Consents. (ia) Buyer The Company and Seller the Stockholders, on the one hand, and BPB and BPIM, on the other hand, shall cooperate with each other and (A) shall use their commercially all reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Entities which are necessary to consummate the transactions contemplated by this AgreementAgreement (it being understood that the Stockholders shall be responsible for obtaining all such approvals, waivers and consents from such parties with whom the Company is in contractual privity including all investment advisory clientele). If any required consent of or waiver by any third party (B) shall use their commercially reasonable efforts to obtain as promptly as practicable excluding any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which and consents of clients under investment advisory agreements) is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything not obtained prior to the contrary in this AgreementClosing, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit if the assignment of any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee Company Contract (other than as may an investment advisory agreement) would be specifically set forth ineffective or would adversely affect any material rights or benefits thereunder so that BPB would not in fact receive all such rights and benefits, the permitparties, leaseeach without cost, expense or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating liability to the exchange of informationother (except as provided in Article X hereof), Buyer shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. BPB and Seller shall the Stockholders' Representatives will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Seller, BPB or the Company and the Subsidiaries or BuyerCompany, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)Agreement. (db) Buyer BPB and Seller BPIM, on the one hand, and the Company and the Stockholders, on the other hand, shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially reasonable efforts promptly to prepare and to file promptly after (on a confidential basis if reasonably requested by the date hereof other parties) all necessary documentation, and to effect (on a confidential basis if reasonably requested by the other parties) all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (B) including any filing to be made under the HSR Act, which filings shall use their commercially reasonable efforts to obtain be made as promptly as practicable reasonably practicable, and requests for required consents under the Contracts. Buyer and the Symphony Parties agree to take all reasonable steps necessary to satisfy any permit, consent, approval, order, waiver conditions or authorization of such requirements imposed by any Governmental Authority or third party which is necessary to consummate in connection with the consummation of the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth those conditions or requirements, in the permitaggregate, lease, the satisfaction of which are reasonably likely to result in either a Company Material Adverse Effect or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver a Buyer Material Adverse Effect or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, material adverse effect on Buyer and Seller shall its Subsidiaries, taken as a whole. Each party to this Agreement will have the right to review in advance, and shall will consult with the other party onparties with respect to, all the information relating to SellerBuyer or the Company, the Company and the its Subsidiaries or Buyerthe Non-Registered Funds, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement; provided, however, that the foregoing shall not apply to any confidential filing of the Symphony Parties, the Company, the Company's Subsidiaries, the Non-Registered Funds or Buyer or any of Buyer's Subsidiaries made in the ordinary course of business. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other parties hereto apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver matters relating to the other party evidence completion of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptlytransactions contemplated herein. (cb) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates The parties to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other party hereto upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayedAgreement. (ec) Notwithstanding anything The Company will deliver or make available to Buyer promptly after the contrary contained in this Section 6.5 or elsewhere in this Agreementfiling thereof a true, if any Excluded Consents have not been obtained prior to correct and complete copy of each Regulatory Document filed by the earlier of (i) Company, its Subsidiaries and the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days Non-Registered Funds after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer hereof and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The ---------------------------------------- parties to this Agreement shall cooperate with each other and (A) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement; provided, however, that notwithstanding the foregoing, Buyer shall -------- ------ prepare and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization file the requisite applications and notices with the OTS within 60 days of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in date of this Agreement, neither and provided, further, however, that nothing -------- ------- contained herein shall require Seller nor Buyer shall be obligated (nor shall they be obligated to cause pay any sum to any third party in connection with obtaining such party's consent or permit approval other than any of their respective Affiliates fees required to be obligated) to pay paid by Seller in connection with obtaining any consents or provide approvals of any compensation Governmental Authorities. If any required consent of or service to or at the direction of such a Governmental Authority or waiver by any third party or otherwise incur (excluding any obligation Governmental Authority) is not obtained prior to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, leaseClosing, or contract at issue if the assignment of any Contract would be ineffective or would adversely affect any material rights or benefits thereunder so that Buyer would not in fact receive all such rights and except for benefits, the payment of routine filing fees) in order to obtain any permitparties hereto, consenteach without cost, approval, order, waiver expense or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating liability to the exchange of informationother (except as provided in Article VIII hereof), Buyer and Seller shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. The parties to this Agreement will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Buyer, the Bank, Seller, the Company and or the Subsidiaries or BuyerCompany Subsidiaries, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to -------- ------- provide any party to this Agreement with a right to review any executive compensation information or three or five year budgets or projections, in each case, provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other others apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver to the other party parties hereto evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party parties hereto a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filingapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer and Seller shall, and Seller shall cause the Company and the Company Subsidiaries to, each act reasonably and promptlyas promptly as practicable. (cb) Buyer and Seller Each party to this Agreement shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Bank, Seller, the Company or any of their respective Affiliates the Company Subsidiaries to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (dc) Buyer and Seller The parties to this Agreement shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (ed) Notwithstanding anything Each of Seller and the Company shall use its reasonable best efforts to obtain and deliver to Buyer, and to otherwise assist Buyer in obtaining, as of the contrary contained in this Section 6.5 Closing Date: (i) executed consents from all of the parties to that certain agreement, dated as of February 1, 1995, between Hy-Vee Food Stores, Inc. and the Company (the "Hy-Vee Agreement"), to any assignment, deemed assignment or elsewhere in change of control thereunder that will result from the consummation of the transactions contemplated under this Agreement, if any Excluded Consents have not been obtained prior which consents are reasonably acceptable to Buyer, (ii) executed waivers from all parties to the earlier Hy-Vee Agreement waiving any and all rights thereof thereunder to terminate, modify or accelerate performance under such agreement as a result of (i) consummation of the date by transactions contemplated under this Agreement, which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicablewaivers are reasonably acceptable to Buyer, and (iiiii) an agreement, executed by all requisite parties, terminating any and all limitations on the date ability of the Company or any of its Affiliates to compete in any line of business or with any Person and any and all restrictions on the geographical area in which, or method by which, the Company or any of its Affiliates may carry on its business under that certain agreement, dated October 1997, as amended, between MBNA America Bank, N.A. and the Company, which termination agreement is sixty reasonably acceptable to Buyer; provided, however, that (60x) days after the date hereofnothing contained herein shall require -------- ------- Seller to pay any sum to any third party in connection with obtaining any such consents, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect waivers or agreements and (y) notwithstanding anything in this Agreement to the Excluded Consentscontrary, Buyer the failure to receive any such consent, waiver or agreement shall not be deemed to result in the failure of any of the conditions to consummation of the Stock Purchase which are set forth in Article VII hereof. (e) Each of Buyer, Seller and Seller the Company shall (and Buyer and Seller shall cause their respective Affiliates to) cease their use its reasonable best efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions from Systematics, Inc. ("Systematics") under each of Section 6.5(a)(ii) shall apply the License Agreement, dated February 1, 1994, and the Maintenance Renewal Agreement, dated as well to any consentof February 1, approval1994, order or authorization that may be required to so terminate any each between Systematics and all such certificates of public necessity and convenience the Company (or comparable authority).collectively, the "Systematics

Regulatory Matters; Third Party Consents. (ia) Buyer Purchaser and Seller Sellers shall, and Sellers shall cause Company and Purchased Subsidiary to, cooperate with each other and (Ai) shall use their commercially reasonable best efforts to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority that are necessary or advisable to consummate the transactions contemplated by this Agreement, in each case no later than fifteen (15) Business Days after the Effective Date, and (ii) shall use their best efforts to obtain as promptly as practicable any Permit, Environmental Permit, consent, approval, waiver or authorization of such Governmental Authority that is necessary or advisable to consummate the transactions contemplated by this Agreement; provided, however, that such best efforts shall not include any requirement of Seller, Purchaser or their Affiliates (including Company and Purchased Subsidiary) to expend a material amount of money or commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party. (b) Purchaser and Sellers shall, and Sellers shall cause Company to, cooperate with each other and (i) shall use their best efforts promptly to prepare and to file all necessary documentation, and to effect all applications, notices, petitions and filings, with each third party which (other than a Governmental Authority) that are necessary or advisable to consummate the transactions contemplated by this Agreement, and (Bii) shall use their commercially reasonable best efforts to obtain as promptly as practicable any permitPermit, Environmental Permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which that is necessary or advisable to consummate the transactions contemplated by this Agreement. ; provided, however, that such cooperation shall not include any requirement of Seller, Purchaser or their Affiliates (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligatedincluding Company) to pay expend a material amount of money or provide commence or participate in any compensation litigation or service offer or grant any accommodation (financial or otherwise) to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (bc) Subject to applicable law relating to the exchange of information, Buyer Purchaser and Seller Sellers shall have the right to review in advance, and Purchaser and Sellers shall, and Sellers shall cause Company and Purchased Subsidiary to, consult with the each other party onwith respect to, all the information in each case subject to applicable Laws relating to Sellerthe exchange of information, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will Purchaser and Sellers shall, and Sellers shall cause Company and Purchased Subsidiary to, consult with each other with respect to the obtaining of any permitPermit, consent, approval, order, waiver approval or authorization of a Governmental Authority or other third party necessary or advisable to consummate the transactions contemplated by this Agreement and each party Party shall keep the other apprised of the status of obtaining any such permitPermit, Environmental Permit, consent, approval, order, waiver approval or authorization. The party confidentiality of any information obtained by a Party from another Party to this Agreement under this Section 8.6 shall be maintained in accordance with the terms of the Confidentiality Agreement. The Party responsible for a any such filing shall promptly deliver to the other party Party evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party Party responsible for a filing shall also promptly deliver to keep the other party a copy Party apprised of the receipt of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party Party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer Purchaser and Seller Sellers shall act reasonably and promptly. (cd) Buyer Purchaser and Seller Sellers shall, and Sellers shall cause Company and Purchased Subsidiary to, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of BuyerPurchaser, the Sellers, Company and Purchased Subsidiary to or any of their respective Affiliates to with any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (de) Buyer Purchaser and Seller Sellers shall, and Sellers shall cause Company and Purchased Subsidiary to, promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which that causes such party Party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (ef) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreementherein, if any Excluded Consents Purchaser and Sellers have not been obtained prior previously made the hereinafter referenced filing, they shall make an appropriate filing of notification and report form pursuant to the earlier of (i) HSR Act with respect to the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days transactions contemplated hereby within fifteen Business Days after the date hereof, then . Purchaser and Sellers shall furnish each other all such necessary information and reasonable assistance as the other may request in connection with its preparation of the necessary filings or submissions under the HSR Act. Purchaser and Sellers shall supply promptly any additional information and documentary material that may be requested pursuant to Seller’s written instructions that are provided from time the HSR Act. Purchaser and Sellers agree to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause use their respective Affiliates to) cease their best efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all early termination of the certificates of public convenience waiting period under the HSR Act and necessity (obtain any necessary approvals or comparable authority) Permits in connection therewith. Purchaser shall bear the filing fee associated with any HSR Act filings made pursuant to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of this Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority8.6(f).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller shall cooperate with each other and (Ai) shall use their commercially reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (Bii) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary or advisable to consummate the transactions contemplated by this Agreement. (iib) Notwithstanding anything Buyer and Seller shall cooperate with each other and (i) shall use their commercially reasonable efforts promptly to prepare and to file all necessary documentation, and to effect all applications, notices, petitions and filings, with each third party (other than a Governmental Authority) which are necessary or advisable to consummate the contrary in transactions contemplated by this Agreement, neither Seller nor Buyer and (ii) shall be obligated (nor shall they be obligated to cause or permit any of use their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such a Governmental Authority third party which is necessary or third partyadvisable to consummate the transactions contemplated by this Agreement. (bc) Subject to applicable law relating to the exchange of information, Buyer and Seller shall have the right to review in advance, and shall consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Seller, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver approval or authorization of a Governmental Authority or other third party necessary or advisable to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the 37 38 status of obtaining any such permit, consent, approval, order, waiver approval or authorization. The party responsible for a any such filing shall promptly deliver to the other party evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (cd) Without limiting the generality of the foregoing, as promptly as practical and, in any event within 21 calendar days after the date hereof, Buyer shall make Form A filings, which shall include all required exhibits thereto, with the insurance departments of the States of Missouri, California, New York, Illinois and Texas with respect to the transactions contemplated hereby and, as promptly as practical, Buyer shall make all required foreign filings with respect to the transactions contemplated hereby. Buyer shall as promptly as practicable make any and all other filings and submissions of information with such insurance departments which are required or requested by such insurance departments in order to obtain the approvals required by such insurance departments to consummate the transactions contemplated hereby. If any such insurance department, including without limitation the insurance department of the States of Missouri, California, New York, Illinois and Texas, requires that a hearing be held in connection with any such approval, Buyer shall use its commercially reasonable efforts to arrange for such hearing to be held as promptly as practicable after the notice that such hearing is required has been received by Buyer. Seller agrees to furnish Buyer with such necessary information and reasonable assistance as Buyer may reasonably request in connection with its preparation of such Form A filings and other filings or submissions. Buyer shall keep Seller fully apprised of its actions with respect to all such filings, submissions and scheduled hearings and shall provide Seller with copies of such Form A filings and other filings or submissions (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (e) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).relates

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially all reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver all Consents of all third parties and Governmental Authorities set forth in Schedule 3.6 or authorization of such Governmental Authority that are necessary or third party which is necessary advisable to consummate the transactions contemplated by this Agreement. Transactions; provided, however, that (i) notwithstanding anything herein to the contrary, no party shall be required to make any payment to obtain any Consent from a third party (other than a Governmental Authority) and (ii) Notwithstanding anything neither the Company nor any Controlled Affiliate shall agree orally or in writing to any material amendments to any Material Contract, to any material concessions in any commercial arrangements or to any material loss of rights (whether to have effect prior to or after the Closing), in each case, in connection with obtaining any Consents from any private third-party or Governmental Authority without obtaining the prior written consent of Buyers. If any required Consent of any third party (excluding any Governmental Authority) is not obtained prior to the contrary Closing, the parties hereto, each without cost, expense or liability to the other (except as provided in this AgreementArticle VII hereof), neither Seller nor Buyer shall be obligated (nor shall they be obligated cooperate in good faith to cause or permit any of their respective Affiliates seek, if possible, an alternative arrangement to be obligated) to pay or provide any compensation or service to or at achieve the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) economic results intended. Subject to Applicable Law and any applicable law relating to confidentiality restrictions, Buyers and their counsel, on the exchange of informationone hand, Buyer and Seller Parent and Seller and their counsel, on the other hand, shall have the right to review (in advance, and shall consult with advance to the other party on, all the extent practicable) any information relating to Buyers or Seller Parent and Seller, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears that appear in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each Transactions (other with respect than any filing or information related to the obtaining of approval referred to in Section 6.2(d)), provided that nothing contained herein shall be deemed to provide any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining with a right to review any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent provided to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary on a confidential basis in connection with the Transactions. Notwithstanding the foregoing, subject to Applicable Law, with respect to any application, notice, petition information relating to or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates written materials relating to antitrust matters submitted to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to Transaction, Buyers and their counsel, on the extent that such information would beone hand, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller Parent and Seller and their counsel, on the other hand, shall promptly advise each have their views considered in good faith by the other upon receiving any communication from party and provide counsel for the other party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated and any other information supplied by this Agreement which causes such party to believe that there is a reasonable likelihood that Governmental Authority or received from such Governmental Authority in connection with the Transactions. The parties may also, as each deems reasonably necessary, designate any requisite permit, consent, approval, order, waiver or authorization competitively sensitive material provided to the other under this Section 5.7 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be obtained disclosed by such outside counsel to employees, officers, or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all directors of the certificates recipient unless express permission is obtained in advance from the source of public convenience and necessity (the materials or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority)its legal counsel.

Regulatory Matters; Third Party Consents. (ia) Buyer Parent will promptly prepare and Seller shall file with the SEC the Joint Proxy/Information Statement and Parent will promptly prepare and file with the SEC the Form S-4 in which the Joint Proxy/Information Statement will be included as a prospectus. Parent will use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and thereafter mail or deliver the Joint Proxy/Information Statement to its respective stockholders. (b) Parent, on the one hand, and each Investor, on the other hand, will cooperate with each other and (A) shall use their respective commercially reasonable efforts to promptly prepare and to file promptly after file, or cooperate in the date hereof filing of, all necessary documentation, and to effect including all applications, notices, petitions reports and filingspetitions, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Entities that are necessary or authorization of such Governmental Authority or third party which is necessary advisable to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything Merger Agreement and the Investment Transactions and to comply in all material respects with the contrary in this Agreementterms and conditions of all such permits, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any consents, approvals and authorizations of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at all such Governmental Entities. Parent, on the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (one hand, and each Investor, on the other than as may be specifically set forth in the permithand, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall will have the right to review in advance, and shall and, to the extent practicable, each will consult with the other party on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to Seller, the Company and the Subsidiaries Parent or Buyersuch Investor, as the case may be, and any of their respective AffiliatesSubsidiaries, which appears appear in any filing made with, or written materials submitted to, any Governmental Authority third party or any other third party Governmental Entity in connection with the transactions contemplated by this AgreementMerger Agreement or the Investment Transactions. The parties hereto agree that they In exercising the foregoing right, Parent, on the one hand, and each Investor, on the other hand, will act reasonably and as promptly as practicable. Parent, on the one hand, and each Investor, on the other hand, will consult with each other with respect to the obtaining efforts to obtain of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Entities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Merger Agreement and the Investment Transactions, and each party shall will keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptlythose efforts. (c) Buyer Parent, on the one hand, and Seller shalleach Investor, on the other hand, will, upon request, furnish each to the other with Parties all information concerning themselvesitself, their respective subsidiariesits Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy/Information Statement, the Form S-4 or any applicationother statement, noticefiling, petition notice or filing application made by or on behalf of BuyerParent, the Company such Investor or any of their respective Affiliates Subsidiaries to any Governmental Authority Entity in connection with the transactions contemplated by this Agreement (except Investment Transactions. Parent shall promptly notify each Investor of the receipt of any comments of the SEC staff with respect to the extent that Joint Proxy/Information Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to such Investor, as promptly as reasonably practicable, copies of all written correspondence between Parent or any of its Representatives and the SEC with respect to the Joint Proxy/Information Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, Parent shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to such comments. Parent shall provide each Investor and its legal counsel with a reasonable opportunity to review any amendment or supplement to each of the preliminary and the definitive Joint Proxy/Information Statement prior to filing with the SEC and shall cooperate with each Investor with respect to additions, deletions or changes suggested by such Investor in connection therewith. Each Investor shall promptly provide Parent with such information would be, as may be required to be included in the Joint Proxy/Information Statement or relates as may be reasonably required to information that would be, filed under a claim respond to any comment of confidentiality)the SEC staff. (d) Buyer Parent, on the one hand, and Seller shall each Investor, on the other hand, will promptly advise each the other Parties upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver Entity relating to any consent or authorization approval which is required for consummation of the transactions contemplated by this Merger Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permitor the Investment Transactions, consent, approval, order, waiver or authorization will not be obtained or will be materially delayedincluding the Merger Closing Conditions. (e) Notwithstanding anything Each Investor will promptly take, all commercially reasonable actions necessary (1) to secure the contrary contained in this Section 6.5 or elsewhere in this Agreement, if Investment HSR Clearance and/or to resolve any Excluded Consents have not been obtained prior to the earlier of (i) the date objections asserted by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter any Governmental Entity with respect to the Excluded ConsentsInvestment Transactions under any antitrust Law and (2) to prevent the entry of, Buyer and Seller to have vacated, lifted, reversed or overturned, any decree, judgment, Injunction or other order that would prevent, prohibit, restrict or delay the consummation of the Investment Transactions; provided, that no Investor shall be required by this Section 4.3(e) to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would, in the reasonable judgment of such Investor, materially impact the value or benefits to such Investor of the transactions contemplated hereby. (f) Parent, on the one hand, and Buyer each Investor, on the other hand, will (A) diligently take, or cooperate in the taking of, all necessary, desirable, proper and Seller shall cause their respective Affiliates tocommercially reasonable actions, and provide any additional information, reasonably required or requested by the FCC with respect to the FCC Applications, (B) cease their efforts keep the other informed of any material communications (including any meeting, conference or telephonic call) and will provide the other copies of all correspondence, including electronic correspondence, between it (or its advisors) and the FCC with respect to obtain such Excluded Consents and take such actions as Seller deems necessary the FCC Applications, (C) permit the other to cause review any material communication relating to the FCC Applications to be given by it to the FCC, (and Seller shall D) use commercially reasonable efforts to cause notify the other in the event it becomes aware of any other facts, actions, communications or occurrences that might directly or indirectly adversely affect the FCC’s timely approval of the FCC Applications; (E) cooperate in the preparation and filing of oppositions to any petitions to deny or other objections filed with respect to the FCC Applications and any requests for reconsideration or judicial review of the Initial Order, and (F) not take any action that would reasonably be expected to materially delay, materially impede or prevent receipt of approval of the Initial Order. Parent shall be permitted to execute or agree (orally or otherwise) to any settlements, undertakings, consent decrees, stipulations or other agreements in respect of any Investor or any FCC Application without such Investor’s prior written consent (not to be prepared and filed all necessary documentation to cause) any or all unreasonably withheld); provided, that prior written consent of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well Investor to any consentsuch settlement, approvalundertaking, order consent decree, stipulation or authorization that may other agreement shall be required to so terminate any the extent that such settlement, undertaking, consent decree, stipulation or other agreement would reasonably be expected to materially and all adversely diminish the benefits expected to be derived by such certificates Investor from the transactions contemplated hereby (whether by reason of public necessity and convenience (impact on such Investor’s existing businesses or comparable authorityassets or on Parent’s business or assets).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller shall, and Seller shall cause the PED Subsidiaries to, cooperate with each other and (Ai) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which Entity that are necessary or advisable to consummate the transactions contemplated by this Agreement, and (Bii) shall use their commercially reasonable best efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which Entity that is necessary or advisable to consummate the transactions contemplated by this Agreement. (iib) Notwithstanding anything Buyer and Seller shall, and Seller shall cause the PED Subsidiaries to, cooperate with each other and (i) shall use their reasonable best efforts promptly to prepare and to file all necessary documentation, and to effect all applications, notices, petitions and filings, with each third party (other than a Governmental Entity) that are necessary or advisable to consummate the contrary in transactions contemplated by this Agreement, neither Seller nor Buyer including specifically the consent of Seller's lenders as provided in Section 7.3(b), and (ii) shall be obligated (nor shall they be obligated to cause or permit any of use their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order reasonable best efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such a Governmental Authority third party that is necessary or advisable to consummate the transactions contemplated by this Agreement; provided, however, that such cooperation shall not include any requirement of either Party or its affiliates (including the PED Subsidiaries) to expend money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party. (bc) Subject to applicable law relating to the exchange of information, Buyer and Seller shall have the right to review in advance, and shall consult with the each other party onwith respect to, all the information in each case subject to applicable Laws relating to Sellerthe exchange of information, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any Governmental Authority Entity or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will Buyer and Seller shall consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver approval or authorization of a Governmental Authority Entity or other third party necessary or advisable to consummate the transactions contemplated by this Agreement and each party Party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver approval or authorization. The party Party responsible for a any such filing shall promptly deliver to the other party Party evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party Party responsible for a filing shall also promptly deliver to keep the other party a copy Party apprised of the receipt of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority Entity by such filing party Party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (cd) Buyer and Seller shall, and Seller shall cause the PED Subsidiaries to, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Company Seller and/or any PED Entities to or any of their respective Affiliates to with any Governmental Authority Entity in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (de) Buyer and Seller shall, and Seller shall cause the PED Entities to, promptly advise each other upon receiving any communication from any Governmental Authority Entity whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which that causes such party Party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will regulatory approval shall not be obtained or will that the receipt of any such approval shall be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer Parent will promptly prepare and Seller shall file with the SEC the Joint Proxy/Information Statement and Parent will promptly prepare and file with the SEC the Form S-4 in which the Joint Proxy/Information Statement will be included as a prospectus. Parent will use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and thereafter mail or deliver the Joint Proxy/Information Statement to its respective stockholders. (b) Parent, on the one hand, and each Investor, on the other hand, will cooperate with each other and (A) shall use their respective commercially reasonable efforts to promptly prepare and to file promptly after file, or cooperate in the date hereof filing of, all necessary documentation, and to effect including all applications, notices, petitions reports and filingspetitions, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Entities that are necessary or authorization of such Governmental Authority or third party which is necessary advisable to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything Merger Agreement and the Investment Transactions and to comply in all material respects with the contrary in this Agreementterms and conditions of all such permits, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any consents, approvals and authorizations of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at all such Governmental Entities. Parent, on the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (one hand, and each Investor, on the other than as may be specifically set forth in the permithand, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall will have the right to review in advance, and shall and, to the extent practicable, each will consult with the other party on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to Seller, the Company and the Subsidiaries Parent or Buyersuch Investor, as the case may be, and any of their respective AffiliatesSubsidiaries, which appears appear in any filing made with, or written materials submitted to, any Governmental Authority third party or any other third party Governmental Entity in connection with the transactions contemplated by this AgreementMerger Agreement or the Investment Transactions. The parties hereto agree that they In exercising the foregoing right, Parent, on the one hand, and each Investor, on the other hand, will act reasonably and as promptly as practicable. Parent, on the one hand, and each Investor, on the other hand, will consult with each other with respect to the obtaining efforts to obtain all permits, consents, approvals and authorizations of any permit, consent, approval, order, waiver all third parties and Governmental Entities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Merger Agreement and the Investment Transactions, and each party shall will keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptlythose efforts. (c) Buyer Parent, on the one hand, and Seller shalleach Investor, on the other hand, will, upon request, furnish each to the other with Parties all information concerning themselvesitself, their respective subsidiariesits Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy/Information Statement, the Form S-4 or any applicationother statement, noticefiling, petition notice or filing application made by or on behalf of BuyerParent, the Company such Investor or any of their respective Affiliates Subsidiaries to any Governmental Authority Entity in connection with the transactions contemplated by this Agreement (except Investment Transactions. Parent shall promptly notify each Investor of the receipt of any comments of the SEC staff with respect to the extent that Joint Proxy/Information Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to such Investor, as promptly as reasonably practicable, copies of all written correspondence between Parent or any of its Representatives and the SEC with respect to the Joint Proxy/Information Statement. If comments are received from the SEC staff with respect to the preliminary Proxy Statement, Parent shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to such comments. Parent shall provide each Investor and its legal counsel with a reasonable opportunity to review any amendment or supplement to each of the preliminary and the definitive Joint Proxy/Information Statement prior to filing with the SEC and shall cooperate with each Investor with respect to additions, deletions or changes suggested by such Investor in connection therewith. Each Investor shall promptly provide Parent with such information would be, as may be required to be included in the Joint Proxy/Information Statement or relates as may be reasonably required to information that would be, filed under a claim respond to any comment of confidentiality)the SEC staff. (d) Buyer Parent, on the one hand, and Seller shall each Investor, on the other hand, will promptly advise each the other Parties upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver Entity relating to any consent or authorization approval which is required for consummation of the transactions contemplated by this Merger Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permitor the Investment Transactions, consent, approval, order, waiver or authorization will not be obtained or will be materially delayedincluding the Merger Closing Conditions. (e) Notwithstanding anything Each Investor will promptly take all commercially reasonable actions necessary (1) to secure the contrary contained in this Section 6.5 or elsewhere in this Agreement, if Investment HSR Clearance and/or to resolve any Excluded Consents have not been obtained prior to the earlier of (i) the date objections asserted by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter any Governmental Entity with respect to the Excluded ConsentsInvestment Transactions under any antitrust Law and (2) to prevent the entry of, Buyer and Seller to have vacated, lifted, reversed or overturned, any decree, judgment, Injunction or other order that would prevent, prohibit, restrict or delay the consummation of the Investment Transactions; provided, that no Investor shall be required by this Section 4.3(e) to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would, in the reasonable judgment of such Investor, materially impact the value or benefits to such Investor of the transactions contemplated hereby (whether by reason of impact on such Investor’s existing business or assets or on Parent’s business or assets). (f) Parent, on the one hand, and Buyer each Investor, on the other hand, will (A) diligently take, or cooperate in the taking of, all necessary, desirable, proper and Seller shall cause their respective Affiliates tocommercially reasonable actions, and provide any additional information, reasonably required or requested by the FCC with respect to the FCC Applications, (B) cease their efforts keep the other informed of any material communications (including any meeting, conference or telephonic call) and will provide the other copies of all correspondence, including electronic correspondence, between it (or its advisors) and the FCC with respect to obtain such Excluded Consents and take such actions as Seller deems necessary the FCC Applications, (C) permit the other to cause review any material communication relating to the FCC Applications to be given by it to the FCC, (and Seller shall D) use commercially reasonable efforts to cause notify the other in the event it becomes aware of any other facts, actions, communications or occurrences that might directly or indirectly adversely affect the FCC’s timely approval of the FCC Applications; (E) cooperate in the preparation and filing of oppositions to any petitions to deny or other objections filed with respect to the FCC Applications and any requests for reconsideration or judicial review of the Initial Order, and (F) not take any action that would reasonably be expected to materially delay, materially impede or prevent receipt of approval of the Initial Order. Parent shall be permitted to execute or agree (orally or otherwise) to any settlements, undertakings, consent decrees, stipulations or other agreements in respect of any Investor or any FCC Application without such Investor’s prior written consent (not to be prepared and filed all necessary documentation to cause) any or all unreasonably withheld); provided, that prior written consent of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well Investor to any consentsuch settlement, approvalundertaking, order consent decree, stipulation or authorization that may other agreement shall be required to so terminate any the extent that such settlement, undertaking, consent decree, stipulation or other agreement would reasonably be expected to materially and all adversely diminish the benefits expected to be derived by such certificates Investor from the transactions contemplated hereby (whether by reason of public necessity and convenience (impact on such Investor’s existing businesses or comparable authorityassets or on Parent’s business or assets).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable . If any permit, consent, approval, order, required consent of or waiver or authorization of such Governmental Authority or by any third party which (excluding any Governmental Authority) is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything not obtained prior to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, leaseClosing, or contract at issue if the assignment of any Contract would be ineffective or would adversely affect any material rights or benefits thereunder so that Buyer would not in fact receive all such rights and except for benefits, the payment of routine filing fees) in order to obtain any permitparties hereto, consenteach without cost, approval, order, waiver expense or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating liability to the exchange of informationother (except as provided in Article VI hereof), Buyer and Seller shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. The parties to this Agreement will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to SellerBuyer, the Company and or the Subsidiaries or BuyerBeneficial Owners, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide any party to this Agreement with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other others apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver to the other party parties hereto evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party parties hereto a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filingapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer Buyer, the Company and Seller the Beneficial Owners shall each act reasonably and promptlyas promptly as practicable. (cb) Buyer and Seller Each party to this Agreement shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Company or any of their respective Affiliates the Beneficial Owners to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (dc) Buyer and Seller The parties to this Agreement shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and ---------------------------------------- Seller shall cooperate with each other and (A) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, . Buyer and Seller shall have the right to review in advance, and shall consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Seller, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement, provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a any such filing shall promptly deliver to the other party evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filingapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptlyas promptly as practicable. (b) Without limiting the generality of the foregoing, within 20 Business Days after the date hereof, Buyer shall make Form A filings with the insurance departments of the States of New York, California (if required), Georgia and Texas with respect to the transactions contemplated hereby. Buyer shall promptly make any and all other filings and submissions of information with such insurance departments which are required or requested by such insurance departments in order to obtain the approvals required by such insurance departments to consummate the transactions contemplated hereby. Seller agrees to furnish Buyer with such necessary information and reasonable assistance as Buyer may reasonably request in connection with its preparation of such Form A filings and other filings or submissions. Buyer shall keep Seller fully apprised of its actions with respect to all such filings and submissions and shall provide Seller with copies of such Form A filings and other filings or submissions. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause obtain, with respect to be prepared and filed all necessary documentation to cause) any or all each Insurance Subsidiary, copies of the certificates of public convenience and necessity (admission or comparable authority) to authority from the insurance commissioner or similar authority of each state in which such Excluded Consents relate Insurance Subsidiary is admitted or authorized to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority)conduct business.

Regulatory Matters; Third Party Consents. (ia) Buyer and each Seller shall cooperate with each other and (A) shall use their commercially reasonable respective best efforts promptly to prepare and to file promptly after the date hereof all necessary documentationdocumentation with, and to effect obtain as promptly as practicable all applicationsPermits of, notices, petitions all third parties and filings, with each Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable including, without limitation, any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate filings under the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor HSR Act. Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law all fees relating to the exchange filing of information, the notification and report form pursuant to the HSR Act. Buyer and Seller Sellers shall have the right to review in advance, and shall consult with the other party on, in each case subject to any laws relating to the exchange of information, all the information relating to SellerSellers, the Transferred Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver all Permits of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement Agreement, and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a any such filing shall promptly deliver to the other party evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller Sellers shall act reasonably and promptlyas promptly as practicable. (cb) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement Agreement, which causes such party to believe that there is a reasonable likelihood that any the requisite permit, consent, approval, order, waiver consent or authorization approval will not be obtained or that the receipt of such consent or approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially reasonable efforts promptly to prepare and to file promptly after (on a confidential basis if reasonably requested by the date hereof other parties) all necessary documentation, and to effect (on a confidential basis if reasonably requested by the other parties) all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all Governmental Authority Authorities, third parties and each other third party Persons which are necessary or advisable to consummate the Merger, the Stock Purchase and the other transactions contemplated by this Agreement and the Ancillary Agreements, including any filing to be made under the HSR Act, which filings shall be made as promptly as reasonably practicable (and, in the case of any initial filing to be made under the HSR Act, no later than ten (10) Business Days after the date of this Agreement), and requests for required consents under the Contracts. The parties agree to request early termination of the waiting period under the HSR Act. Parent, on the one hand, and the Company Group, on the other hand, agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated by this Agreement, other than those conditions or requirements, in the aggregate, the satisfaction of which are reasonably likely to result in either a Company Material Adverse Effect or a Parent Material Adverse Effect or a material adverse effect on the business, assets, liabilities, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, or materially adversely affect the economic benefit of the transactions expected to be received by Parent hereby. Notwithstanding the foregoing or any provision of this Agreement to the contrary, in no event shall any party hereto be obligated to (A) agree to, or proffer to, divest or hold separate, or enter into any licensing or similar arrangement with respect to, any assets (whether tangible or intangible) or any portion of the business of Parent, KMV Corporation, the Company or any of their respective Subsidiaries, or (B) shall use their commercially reasonable efforts litigate any suit, claim, action, investigation or proceeding, whether judicial or administrative, (1) challenging or seeking to obtain as promptly as practicable restrain or prohibit the consummation of the Merger or the Stock Purchase; (2) seeking to prohibit or limit in any permitrespect the ownership or operation by KMV Corporation, consentthe Company, approval, order, waiver Parent or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay of a material portion of the Company Assets or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, leaseCompany Business, or contract at issue and except for the payment to require any such Person to dispose of routine filing fees) in order to obtain or hold separate any permit, consent, approval, order, waiver or authorization portion of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall have the right to review in advance, and shall consult with the other party on, all the information relating to Seller, the Company and Assets or the Subsidiaries Company Business as a result of the Merger or Buyer, as the case may be, and Stock Purchase; or (3) seeking to prohibit Parent or any of their respective Affiliates, which appears its Affiliates from effectively controlling in any filing made with, or written materials submitted to, any Governmental Authority respect all or any other third party in connection with portion of the transactions contemplated by this AgreementCompany Assets or the Company Business. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approvalapprovals and authorizations of all Governmental Authorities, order, waiver third parties and other Persons necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the Merger, the Stock Purchase and the other transactions contemplated by this Agreement and the Ancillary Agreements and each party shall will keep the other parties hereto apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver matters relating to the other party evidence completion of the filing of all applications, notices, petitions transactions contemplated herein and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptlytherein. (cb) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates The parties to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other party hereto upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayedthe Ancillary Agreements. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable . If any permit, consent, approval, order, required consent of or waiver or authorization of such Governmental Authority or by any third party which (excluding any Governmental Authority) is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything not obtained prior to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, leaseClosing, or contract at issue if the assignment of any Contract would be ineffective or would adversely affect any material rights or benefits thereunder so that Buyer would not in fact receive all such rights and except for benefits, the payment of routine filing fees) in order to obtain any permitparties hereto, consenteach without cost, approval, order, waiver expense or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating liability to the exchange of informationother (except as provided in Article VI hereof), Buyer and Seller shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. The parties to this Agreement will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to SellerBuyer, the Company and or the Subsidiaries or BuyerShareholders, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide any party to this Agreement with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other others apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver to the other party parties hereto evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party parties hereto a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filingapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer Buyer, the Company and Seller the Shareholders shall each act reasonably and promptlyas promptly as practicable. (cb) Buyer and Seller Each party to this Agreement shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Company or any of their respective Affiliates Shareholder to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (dc) Buyer and Seller The parties to this Agreement shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer The Company and Seller the Shareholders, on the one hand, and Parent, Bank and Merger Sub, on the other hand, shall cooperate with each other and (A) shall use their commercially all reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Entities which are necessary to consummate the transactions contemplated by this AgreementAgreement (it being understood that the Shareholders shall be responsible for obtaining all such approvals, waivers and consents from such parties with whom the Company is in contractual privity including all investment advisory clientele). If any required consent of or waiver by any third party (B) shall use their commercially reasonable efforts to obtain as promptly as practicable excluding any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which and consents of clients under investment advisory agreements) is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything not obtained prior to the contrary in this AgreementClosing, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit if the assignment of any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee Company Contract (other than as may an investment advisory agreement) would be specifically set forth ineffective or would adversely affect any rights or benefits thereunder so that Parent would not in fact receive all such rights and benefits, the permitparties, leaseeach without cost, expense or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating liability to the exchange of informationother (except as provided in Article IX hereof), Buyer shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. Parent and Seller shall the Shareholders will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Seller, Parent or the Company and the Subsidiaries or BuyerCompany, as the case may be, and any of their respective respective, Affiliates, which appears appear in any filing made with, or written materials submitted to, any Governmental Authority third, party or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)Agreement. (db) Buyer Parent, Bank and Seller Merger Sub, on the one hand, and the Company and the Shareholders, on the other hand, shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to ---------------------------------------- this Agreement shall cooperate with each other and (A) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable . If any permit, consent, approval, order, required consent of or waiver or authorization of such Governmental Authority or by any third party which (excluding any Governmental Authority) is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything not obtained prior to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, leaseClosing, or contract at issue and except for if the payment assignment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver Contract would be ineffective or authorization of such a Governmental Authority or third party.would adversely affect any material (b) Subject Commercial shall prepare and, subject to applicable law the review and reasonable consent of Bancorp with respect to matters relating to Bancorp or any Bancorp Subsidiary, file with the exchange SEC as soon as is reasonably practicable the Registration Statement (or the equivalent in the form of informationpreliminary proxy material). The parties hereto shall use their reasonable best efforts (i) to cause the Registration Statement to become effective, Buyer and Seller shall have (ii) to maintain the right to review in advanceeffectiveness thereof through the Effective Time, and shall consult with (iii) to the other extent any such party onbecomes aware of any information contained or omitted from the Registration Statement which makes any material statement contained therein false or misleading, all to file the information relating necessary to Seller, make such statements in the Company and the Subsidiaries Registration Statement not false or Buyer, as the case may be, and any of their respective Affiliates, which appears misleading. Commercial also shall take such other reasonable actions (other than qualifying to do business in any filing made with, or written materials submitted to, jurisdiction in which it is not so qualified) required to be taken under any Governmental Authority or any other third party applicable state securities laws in connection with the transactions issuance of Commercial Common Stock under the Registration Statement as contemplated by this Agreementhereby. The parties hereto agree that they will consult Commercial and Bancorp shall use their respective reasonable best efforts to mail at the earliest practicable date to Commercial shareholders and Bancorp shareholders, respectively, a Proxy Statement, which shall include all information required under Applicable Law to be furnished to Commercial shareholders and Bancorp shareholders, respectively, in connection with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate Merger and the transactions contemplated by hereby and shall include the recommendation of the Commercial Board and of the Bancorp Board in favor of the Merger, this Agreement and each party the transactions contemplated hereby; provided, however, that the Bancorp Board -------- ------- shall keep not be required to make such recommendation if it reasonably determines in good faith not to so recommend based upon the other apprised advice of counsel, which counsel either is Xxxxxxx, Spidi, Sloane & Xxxxx, P.C. or is otherwise reasonably acceptable to Commercial, to the effect that to so recommend would constitute a violation of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptlyBoard's fiduciary duties under Applicable Law. (c) Buyer and Seller Each party to this Agreement shall, upon request, promptly furnish each other with all information concerning themselves, their respective subsidiariesAffiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any applicationstatement (including the Registration Statement), noticefiling, petition notice or filing application made by or on behalf of BuyerCommercial, the Bank, Bancorp, the Company or any of their respective Affiliates the Bancorp Subsidiaries to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)Agreement. (d) Buyer and Seller The parties to this Agreement shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer The parties to this Agreement shall, and Seller shall cause their respective Affiliates to, cooperate with each other and (A) shall use their commercially reasonable best efforts to prepare and to file as promptly as practicable after the date hereof prepare and file, or cause to be prepared and filed, all necessary documentation, and documentation to effect all applications, notices, petitions and filingsfilings with, with each and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, all third parties and Governmental Authority and each other third party which Authorities that are necessary or advisable to timely consummate the transactions contemplated by this Agreement, Agreement and (B) shall use their commercially the Ancillary Agreements. The parties hereto agree to take all reasonable efforts steps necessary to obtain as promptly as practicable satisfy any permit, consent, approval, order, waiver conditions or authorization of such requirements imposed by any Governmental Authority or third party which is necessary to consummate in connection with the consummation of the transactions contemplated by this Agreement. (ii; provided that neither this Section 4.6(a) Notwithstanding anything to the contrary in nor any other provision of this Agreement, neither Seller nor Agreement shall require Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective its Affiliates to be obligated) to pay or provide any compensation or service propose, negotiate, commit to or at effect, by consent decree, hold separate order or otherwise, the direction sale, divestiture or disposition of such a Governmental Authority any assets or third party businesses (or otherwise incur take or commit to take any obligation to such a Governmental Authority or third party action that limits the freedom of action with respect to, or its designee (other than as may be specifically set forth in the permitability to retain, leaseany businesses, product lines, or contract at issue and except for assets). Each party hereto (the payment of routine filing fees“Reviewing Party”) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall will have the right to review in advance, and shall the other party (the “Filing Party”) will consult with the other party Reviewing Party on, all the information relating to Seller, the Company Reviewing Party and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which its Affiliates that appears in any filing made with, or written materials submitted to, by the Filing Party to any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except provided that the Filing Party providing such information shall be entitled to redact any information in such filing or written materials which is reasonably likely to be confidential and/or commercially sensitive to such Filing Party and/or its Affiliates). The parties hereto agree that they will keep the other parties apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herein. This Section 4.6(a) shall not apply to the extent that such information would beobtaining of consents or approvals from or the sending of notices to Clients (or investors therein), or relates to information that would be, filed under a claim of confidentiality)which shall be governed exclusively by Section 4.2. (db) Buyer and Seller Each party to this Agreement shall promptly advise each the other party upon receiving any communication from any Governmental Authority whose permitrelating to the transactions contemplated by this Agreement or the Ancillary Agreements or otherwise materially affecting its ability to timely consummate the transactions contemplated hereby or thereby. (c) Prior to the Closing, consentSeller shall, approvaland shall cause the Company Group to, order, waiver or authorization is required for reasonably cooperate with Buyer’s efforts to obtain such non-Client consents as may be reasonably requested by the Buyer in connection with the consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayedAgreement. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially reasonable efforts to promptly prepare and to file promptly after (on a confidential basis if reasonably requested by the date hereof other parties) all necessary documentation, and to effect (on a confidential basis if reasonably requested by the other parties) all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party which Authorities that are necessary or advisable to timely consummate the transactions contemplated by this Agreement, including any filing to be made under the HSR Act, which filings shall be made as promptly as reasonably practicable (and in no event later than 30 days of the date of this Agreement), and requests for required consents under the Contracts (B) shall use their commercially reasonable provided that efforts to obtain as promptly as practicable Client and Fund consents are covered in Sections 5.2 and 5.3). Buyer and the Company agree to take all reasonable steps necessary to satisfy any permit, consent, approval, order, waiver conditions or authorization of such requirements imposed by any Governmental Authority or third party which is necessary to consummate in connection with the consummation of the transactions contemplated by this Agreement. (ii) Notwithstanding anything , other than those conditions or requirements, in the aggregate, the satisfaction of which are reasonably likely to result in either a Company Material Adverse Effect or a material adverse effect on the ability of Buyer to timely consummate the Transaction pursuant to the contrary in this Agreementterms hereof or a material adverse effect on the business, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause assets, liabilities, financial condition or permit any results of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction operations of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall its Subsidiaries, taken as a whole. The parties to this Agreement will have the right to review in advance, and shall will consult with the other party parties on, all the information relating to Seller, Buyer or the Company and the Subsidiaries or BuyerCompany, as the case may be, and any of their respective Affiliates, which that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and that each party shall will keep the other parties apprised in a timely manner of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver matters relating to the other party evidence completion of the filing transactions contemplated herein. Each of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item the parties hereto agrees that none of additional the information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company regarding it or any of their respective its Affiliates (within the meaning of the first sentence only of the definition of "Affiliate") supplied or to be supplied by it or to be supplied on its behalf specifically for inclusion in any documents to be filed with any Governmental Authority in connection with the transactions contemplated by this Agreement (except hereby will, at the respective times such documents are filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the extent that such information would bestatements therein, or relates to information that would bein light of the circumstances under which they were made, filed under a claim of confidentiality)not misleading. (db) Buyer and Seller Each of the parties to this Agreement shall promptly advise each other upon receiving any communication relating to the transactions contemplated by this Agreement or otherwise materially affecting its ability to timely consummate the Transaction pursuant to the terms hereof from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayedAgreement. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer The Sellers, on ---------------------------------------- the one hand, and Seller Buyer, on the other hand, shall cooperate with each other and (A) shall use their commercially all reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority Authorities and each other third to satisfy all conditions to the obligations of any party which are necessary to consummate the transactions contemplated by this Agreement, and . If any required consent of or waiver by any third party (B) shall use their commercially reasonable efforts to obtain as promptly as practicable excluding any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which and consents of clients under investment advisory agreements) is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything not obtained prior to the contrary Closing, the Sellers or Buyer, as the case may be, each without cost, expense or liability to the other, shall cooperate in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated good faith to cause or permit any of their respective Affiliates seek an alternative arrangement to be obligated) to pay or provide any compensation or service to or at achieve the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third partyeconomic results intended. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall the Sellers will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Seller, Buyer or the Company and Companies or the Subsidiaries or BuyerFunds, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement, provided, -------- however, that nothing contained herein shall be deemed to provide any party with ------- a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing shall promptly deliver to the other party parties evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party parties a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement application (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentialityfor any confidential portions thereof). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially all reasonable best efforts to prepare and to file file, as promptly after the date hereof as practicable, all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver all Consents of all third parties and Governmental Authorities set forth in Schedules 3.6 and 4.6 or authorization of such Governmental Authority that are necessary or third party which is necessary advisable to consummate the transactions contemplated by this Agreement. Transactions; provided, however, that (i) no party shall be required to make any payment to obtain any Consent from a third party (or Governmental Authority), and (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller MLIM Parent nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective its Controlled Affiliates shall agree orally or in writing to be obligated) any material amendments to pay any Material Contract, to any material concessions in any commercial arrangements or provide to any compensation or service material loss of rights (whether to have effect prior to or at after the direction of such a Closing), in each case, in connection with obtaining any Consents from any private third-party or Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in without obtaining the permit, lease, or contract at issue and except for the payment prior written consent of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third partyBlackRock. (b) If any required Consent of any third party (excluding any Governmental Authority) is not obtained prior to the Closing, the parties hereto, each without cost, expense or liability to the other (except as provided in Article VII hereof), shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. (c) Subject to Applicable Law and any applicable law relating to confidentiality restrictions, BlackRock and its counsel, on the exchange of informationone hand, Buyer and Seller MLIM Parent and its counsel, on the other hand, shall have the right to review (in advance, and shall consult with advance to the other party on, all the extent practicable) any information relating to Seller, the Company and the Subsidiaries BlackRock or BuyerMLIM Parent, as the case may be, and any of their respective Affiliates, which appears that appear in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree Transactions, provided that they will consult with each other with respect nothing contained herein shall be deemed to the obtaining of provide any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining with a right to review any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent provided to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority a confidential basis in connection with the transactions contemplated by this Agreement (except Transactions. The parties may also, as each deems reasonably necessary, designate any competitively sensitive material provided to the extent that other under this Section 5.7 as "outside counsel only." Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such information would beoutside counsel to employees, officers, or relates to information that would be, filed under a claim directors of confidentiality)the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation Promptly after the completion of its due diligence regarding the transactions contemplated by MLIM Business in connection with this Agreement which causes such party and the Transactions, BlackRock shall deliver to believe that there is MLIM Parent a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything schedule of Governmental Approvals understood by BlackRock to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any be obtained by BlackRock as a result of the regulatory status of the MLIM Transferred Entities and all such certificates their Controlled Affiliates, and the MLIM Funds except for Governmental Approvals the failure of public necessity and convenience (which to obtain, individually or comparable authority)in the aggregate, would not reasonably be expected to have or result in a BlackRock Material Adverse Effect.

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller shall cooperate with each other and (A) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, . Buyer and Seller shall have the right to review in advance, and shall consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Seller, the Company and the its Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement, provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a any such filing shall promptly deliver to the other party evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filingapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptlyas promptly as practicable. (b) Without limiting the generality of the foregoing, within 20 Business Days after the date hereof, Buyer shall make Form A filings with the insurance departments of the States of California, Alaska, Idaho, Utah and Washington with respect to the transactions contemplated hereby. Buyer shall promptly make any and all other filings and submissions of information with such insurance departments which are required or requested by such insurance departments in order to obtain the approvals required by such insurance departments to consummate the transactions contemplated hereby. Seller agrees to furnish Buyer with such information and reasonable assistance as Buyer may reasonably request in connection with its preparation of such Form A filings and other filings or submissions. Buyer shall keep Seller fully apprised of its actions with respect to all such filings and submissions and shall provide Seller with copies of such Form A filings and other filings or submissions in connection with the transactions contemplated by this Agreement, provided that Seller shall keep confidential any portions of such filings indicated by Buyer as confidential. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer The Buyer, the Seller and Seller No. 2 shall cooperate with each other and and: (Ai) shall use their commercially reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, documentation and to effect all applications, notices, petitions and filings, filings with each Governmental Authority and each other third party which are necessary or advisable to consummate the transactions contemplated by this Agreement, ; and (Bii) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or other third party consent which is necessary or advisable to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything , including the consents, approval and authorizations set forth on Section 7.5 of the Disclosure Schedule on or prior to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated Closing Date except with respect to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, HSR Act approval, order, waiver or authorization the filing of such a Governmental Authority or third partywhich is the obligation of Buyer (the "Required Consents"). (b) Subject to applicable law relating to The Buyer, the exchange of information, Buyer Seller and Seller No. 2 shall have the right to review in advance, and shall consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Sellerthe Seller and Seller No. 2, the Company and Business or the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, with or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver approval or authorization of a Governmental Authority or other third party necessary or advisable to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver approval or authorization. The party responsible for a any such filing shall promptly deliver to the other party evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer the Buyer, the Seller and Seller No. 2 shall act reasonably and promptly. (c) Buyer The Buyer, the Seller and Seller No. 2 shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of the Buyer, the Company Seller, Seller No. 2 or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer The Buyer, the Seller and Seller No. 2 shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer During the Interim Period, subject to the terms and Seller conditions herein provided, each of the parties hereto shall cooperate with each other and (A) shall use their commercially reasonable efforts take, or cause to prepare be taken, all action and to file promptly after the date hereof all necessary documentationdo, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Transactions (including the satisfaction of the conditions precedent set forth in Article 6), including preparing and filing as promptly as practicable all documentation to effect all applications, necessary or advisable notices, petitions reports and filings, with each Governmental Authority other filings and each other third party which are necessary to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. Transactions (iiincluding the Requisite Regulatory Consents) Notwithstanding anything and to comply with the contrary in this Agreementterms and conditions of all such consents, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permitregistrations, leaseapprovals, or contract at issue permits and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third partyauthorizations. (b) Subject Without limiting the generality of the foregoing, each of Acquiror and Member, or the ultimate parent of either of them, each shall, within 20 days after execution of this Agreement, make the filing, if any, it is required to make under the HSR Act with regard to the transactions that are the subject of this Agreement and each of them will take all reasonable steps within its control (including providing information to the Federal Trade Commission and the Department of Justice) to cause the waiting periods required by the HSR Act to be terminated or to expire as promptly as practicable. Acquiror and Member will each provide information and cooperate in all other respects to assist the other of them in making its filing under the HSR Act, provided that no Party shall have any obligation to provide to any other Party the Item 4(c) and Item 4(d) documents that were included in the Party’s HSR Act filing,. Acquiror and Member will each pay 50% of the filing fees relating to any required HSR Act filing. (c) None of Acquiror and its Subsidiaries nor the Company may withdraw any filings without the prior written consent of Member or the Acquiror, as applicable, and none of Acquiror and its Subsidiaries nor Member or any of its Subsidiaries (including the Company) shall extend any waiting period or comparable period under the HSR Act or other applicable Laws, or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of Member or the Acquiror, as applicable. In the event any filings made in connection herewith are rejected for any reason whatsoever by the relevant Governmental Authority, each Party shall cure the reason for such rejection and resubmit any filings as soon as is reasonably practicable. Member, Acquiror and the Company shall deliver, or cause their applicable Affiliates to deliver, as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to applicable law relating to Law. (d) Each of the exchange of information, Buyer and Seller Parties shall have the right to review in advance, and shall consult with (i) promptly notify the other party on, all the information relating Parties of any written communication made to Seller, the Company and the Subsidiaries or Buyerreceived by such Party, as the case may be, from any Governmental Authority regarding this Agreement or any of the Transactions, and, if permitted by applicable Law and reasonably practicable, permit the other Parties hereto to review in advance any proposed written communication to any such Governmental Authority and incorporate such other Parties’ (and any of their respective Affiliatesits outside counsel’s) reasonable comments to such proposed written communication, which appears (ii) not agree to participate in any filing made with, substantive meeting or written materials submitted to, discussion with any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such applicationfiling, notice, petition investigation or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company inquiry regarding this Agreement or any of their respective the Transactions unless, to the extent reasonably practicable, it consults with such other Parties in advance and, to the extent permitted by such Governmental Authority, gives such other Parties the opportunity to attend, and (iii) furnish the other Parties with copies of all correspondence, filings and written communications between it and its Affiliates to any and representatives, on the one hand, and such Governmental Authority in connection or its respective staff, on the other hand, with the transactions contemplated by respect to this Agreement and the Transactions (except provided, however, that such materials (or any other information or materials provided to or received by any party under this Section 5.6) may be redacted as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the extent that such attorney-client or other privilege or confidentiality concerns are not governed by a common interest privilege or doctrine and provided, further, that no party shall have any obligation to provide to any other party the HSR Act filing or Item 4(c) and Item 4(d) documents in connection with the HSR filing, and that the parties may, as each deems advisable, reasonably designate any material or information would beprovided to or received by any party under this Section 5.6 as “outside counsel only material”). To the extent permitted by applicable Law, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller the Parties shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which Transactions that causes such party Party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) During the Interim Period, the Company shall not, directly or indirectly, enter or agree to enter into any agreement to acquire, whether by merger, consolidation, business combination, the purchase of assets or equity or otherwise, any business or Person. (f) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if nothing herein shall obligate or be construed to obligate Parent or any Excluded Consents have not been obtained prior of its Affiliates (including the Company) to the earlier of (i) the date by which all other authorizationsmake, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) made, any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well payment to any consent, approval, third Person in order to obtain the consent or authorization that may approval of such third Person under any Contract. (g) All filing fees incurred in connection with the HSR Act or paid to any Governmental Authority in connection with the Transactions shall be required to so terminate any borne 50% by each of Acquiror and all such certificates of public necessity and convenience (or comparable authority)the Company.

Regulatory Matters; Third Party Consents. (ia) Buyer Upon the terms and Seller subject to the conditions of this Agreement, each of the parties hereto shall use its reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable. Acquiror and Target shall cooperate with each other and (Ai) shall use their commercially reasonable commercial efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all registrations, applications, notices, petitions and filings, with each Governmental Authority and each other third party which that are necessary or advisable to consummate the transactions contemplated by this Agreement, and (Bii) shall use their commercially reasonable commercial efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization Permit of such Governmental Authority or third party which that is necessary or advisable to consummate the transactions contemplated by this Agreement. (iib) Notwithstanding anything Acquiror and Target shall cooperate with each other and (i) shall use their reasonable commercial efforts promptly to prepare and to file all necessary documentation, and to effect all registrations, applications, notices, petitions and filings, with each third party (other than a Governmental Authority) that are necessary or advisable to consummate the contrary in transactions contemplated by this Agreement, neither Seller nor Buyer and (ii) shall be obligated (nor shall they be obligated use their reasonable commercial efforts to cause or permit obtain as promptly as practicable any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction Permit of such a Governmental Authority or third party that is necessary or otherwise incur any obligation advisable to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in consummate the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third partytransactions contemplated by this Agreement. (bc) Subject to applicable law relating to the exchange of information, Buyer Acquiror and Seller Target shall have the right to review in advance, and shall consult with the other party on, and consider in good faith the views of each other, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Seller, the Company and the Subsidiaries Target or BuyerAcquiror, as the case may be, and any of their respective Affiliates, which appears that appear in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization Permit of a Governmental Authority or other third party necessary or advisable to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationPermit. The party responsible for a any such filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions filings and filings registrations relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition petition, filing or filingregistration. In exercising the foregoing rights and obligations, Buyer Acquiror and Seller Target shall act reasonably and promptly. (cd) Buyer Acquiror and Seller Target shall, upon requestthe request of the other party, promptly furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Company or any of their respective Affiliates Acquiror and/or Target to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (de) Buyer Acquiror and Seller Target shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) The Seller and the Buyer Parties shall, and Seller shall cause their respective Affiliates to, cooperate with each other and (A) shall use their commercially reasonable best efforts to prepare and to file to, as promptly as reasonably practicable after the date hereof hereof, prepare and file, or cause to be prepared and filed, all necessary documentation, and documentation to effect all applications, notices, petitions and filingsfilings with, with each Governmental Authority and each other third party which to obtain as promptly as practicable after the date hereof all Permits and Consents that are necessary or advisable to timely consummate the transactions contemplated by this Agreement. Except as prohibited by applicable Law, each of the Buyer Parties and (B) shall use their commercially reasonable efforts to obtain the Seller, as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as case may be specifically set forth in (the permit“Reviewing Party”), lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall have the right to review in advance, and shall consult with the other party on, all the information relating to Seller, the Company Seller and the Subsidiaries or BuyerBuyer Parties, as the case may bebe (the “Filing Party”), shall consult with the Reviewing Party on, all of the information relating to the Reviewing Party and any of their respective Affiliates, which its Affiliates that appears in any filing made with, or written materials submitted to, by the Filing Party to any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities (including all Permits and Consents) necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and that each party shall of them will keep the other apprised in a timely manner of the status of obtaining any matters relating to completion of the transactions contemplated herein. (b) Without limiting their obligations under Section 6.03(a), the Seller shall use its best efforts to obtain, as promptly as reasonably practicable following the date hereof, each of (i) the Fund Consents in accordance with the thresholds and other requirements respectively applicable to such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver Fund Consents and (ii) the Fund Lender Consents (in form and substance reasonably acceptable to the other party evidence Buyer) in accordance with the requirements respectively applicable to such Fund Lender Consents. In furtherance of the filing of all applicationsforegoing, noticeswith respect to each Newbury Fund, petitions the Seller shall distribute, or cause to be distributed, the applicable Fund Consent, in form and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver substance reasonably acceptable to the other party Buyer, to all of the Investors entitled to vote thereon within two (2) Business Days of the date hereof. Additionally, after obtaining the requisite Fund Consent from a copy of each noticeNewbury Fund in accordance with such Newbury Fund’s Organizational Documents, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptlycontinue to use its commercially reasonable efforts through the Closing Date to obtain such Consent from any remaining Investors in such Newbury Fund. (c) Buyer Each party agrees to make as promptly as practicable after the date of this Agreement its respective filings and Seller shallnotifications, upon requestif any, furnish each under any other with all applicable antitrust, competition, or trade regulation Law and under any foreign or U.S. state laws governing investment advisers or other securities industry participants or the rules and regulations of any applicable Governmental Authority, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as documentary material that may be requested pursuant to such Laws, rules and regulations. In furtherance thereof, each of the Seller and the Buyer agrees to make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within three (3) Business Days after the date hereof. Neither the Seller nor the Buyer shall take any actions that would reasonably necessary in connection with any application, notice, petition be expected to hinder or filing made by or on behalf delay the obtaining of Buyer, the Company clearance or any necessary approval of their respective Affiliates to any Governmental Authority Authority, or the expiration or termination of any required waiting periods under the HSR Act. The Buyer shall pay one hundred percent (100%) of any applicable filing fees in connection with the transactions contemplated by HSR Act in accordance with this Agreement (except Section 6.03. Notwithstanding anything to the extent that such information would becontrary and for the avoidance of doubt, or relates to information that would be, filed under a claim of confidentiality)the Buyer and its external counsel shall control and direct the antitrust approval strategy. (d) Buyer and Seller Each party hereto shall promptly advise each the other parties upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of Investor relating to the transactions contemplated by this Agreement which causes such party or otherwise materially affecting its ability to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayedtimely consummate the transactions contemplated hereby. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (i) Buyer and Seller shall cooperate with each other and (A) shall use their commercially reasonable efforts promptly to prepare cause to be prepared and to file promptly after the date hereof filed all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority which (x) are necessary to consummate the transactions contemplated by this Agreement and (y) applicable law provides that Buyer or one of Buyer’s Affiliates is responsible or required to prepare, file and/or effect, and (B) shall use commercially reasonable efforts to obtain as promptly as practicable any consent, approval, order or authorization of such Governmental Authority which (x) is necessary to consummate the transactions contemplated by this Agreement and (y) applicable law provides that Buyer or one of Buyer’s Affiliates is responsible or required to obtain. Seller shall cooperate with Buyer in connection with Buyer’s performance of its obligations under this Section 6.5(a)(i). (ii) Seller (A) shall use commercially reasonable efforts promptly to cause to be prepared and filed all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority which (x) are necessary to consummate the transactions contemplated by this Agreement and (y) either (1) applicable law provides that Seller or one of Seller’s Affiliates is responsible or required to prepare, file and/or effect or (2) applicable law does not specify the party responsible or required to prepare, file or effect such applications, notices, petitions and filings, and (B) shall use commercially reasonable efforts to obtain as promptly as practicable any consent, approval, order or authorization of such Governmental Authority which (x) is necessary to consummate the transactions contemplated by this Agreement and (y) either (1) applicable law provides that Seller or one of Seller’s Affiliates is responsible or required to prepare, file and/or effect or (2) applicable law does not specify the party responsible or required to prepare, file or effect such applications, notices, petitions and filings, in any case including the Excluded Consents. Buyer shall cooperate with Seller in connection with Seller’s performance of its obligations under this Section 6.5(a)(ii). (iii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of a Governmental Authority or otherwise incur any obligation to a Governmental Authority or its designee (other than as may be specifically set forth in the Permit, Lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any consent, approval, order or authorization of such Governmental Authority. (b) Buyer and Seller shall cooperate with each other and (i) shall use their commercially reasonable efforts promptly to prepare and to file all necessary documentation, and to effect all applications, notices, petitions and filings, with each third party other than a Governmental Authority which are necessary to consummate the transactions contemplated by this Agreement, and (Bii) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver order or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) . Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permitPermit, leaseLease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, such consent, approval, order, waiver order or authorization of such a Governmental Authority or third party. (bc) Subject to applicable law relating to the exchange of information, Buyer and Seller shall have the right to review in advance, and shall consult with the other party on, all the information relating to Seller, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver order or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver order or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (cd) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (de) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver order or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver order or authorization will not be obtained or will be materially delayed. (ef) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii6.5(a)(iii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to do all things reasonably necessary to obtain as promptly as practicable all Governmental Authority Approvals and each other Consents of third party which parties that are necessary or advisable to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable . If any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically Consent set forth in Section 4.3 or contemplated by Section 6.2 (excluding any Governmental Approval) is not obtained prior to the permit, leaseClosing, or contract if the assignment of any Contract would be ineffective or would individually or in the aggregate adversely affect any material rights or benefits thereunder so that Buyer would not in fact receive all such rights and benefits, at issue and except for the payment request of routine filing fees) in order to obtain any permitBuyer, consentthe parties hereto, approvaleach without cost, order, waiver expense or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating liability to the exchange of informationother (except as provided in Article VIII hereof), Buyer and Seller shall fully cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. The parties to this Agreement will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to SellerBuyer, the Company and Company, Optima or the Subsidiaries or BuyerShareholders, as the case may be, and any of their respective Affiliates, which that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide any party to this Agreement with a right to review any information provided to any Governmental Authority by Buyer on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other all Government Approvals and third party Consents necessary or advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other others apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver to the other party parties hereto evidence of the filing of all statements, applications, noticesfilings, petitions registrations, notices and filings letters or notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party parties hereto a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such statement, application, noticefiling, petition notice or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement registration (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving for any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).confidential portions #297907 -29-

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties hereto shall cooperate with each other and (A) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permitall permits, consentconsents, approvalapprovals, order, waiver or authorization waivers and authorizations of such all third parties and Governmental Authority or third party which is Authorities that are necessary to consummate the transactions contemplated by Transactions. Without limiting the preceding sentence, the parties hereto shall file, as promptly as practicable after execution of this Agreement. (ii) Notwithstanding anything agreement, all notifications required under the HSR Act to consummate the Transactions. The parties shall promptly inform one another of any material communication from any Governmental Authority regarding any of the Transactions. If any such party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Authority with respect to the contrary Transactions, then such party will endeavor in this Agreementgood faith to make, neither Seller nor Buyer shall or cause to be obligated (nor shall they be obligated made, as soon as reasonably practicable and after consultation with the other party in advance, an appropriate response in compliance with such request; provided that each party agrees not to cause participate, or to permit any of their respective its Affiliates to be obligated) to pay participate, in any substantive meeting or provide discussion, either in person or by telephone, with any compensation or service to or at the direction of such a Governmental Authority or third in connection with the Transactions contemplated hereby unless it so consults with the other party or otherwise incur any obligation in advance and, to the extent not prohibited by such a Governmental Authority or third Authority, gives the other party or its designee the opportunity to attend and participate. Without limiting the foregoing, each party shall, subject to Applicable Law, (other than as may be specifically set forth in the permit, lease, or contract at issue and except i) permit counsel for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall have the right other party to review in advance, and shall consult with consider in good faith the views of the other party on, all the information relating to Seller, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears in any filing made connection with, or any proposed written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates communication to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicableTransactions, and (ii) provide counsel for the date other party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Authority and any other information supplied by such party and such party’s Affiliates to a Governmental Authority or received from such a Governmental Authority in connection with the Transactions; provided that is sixty each party may withhold materials (60x) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect containing discussion of or references to the Excluded Consentsvaluation of the businesses of the Company and the Company Subsidiaries, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates toy) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause comply with contractual arrangements, and (and Seller shall use commercially z) as necessary to address reasonable efforts to cause to be prepared and filed all necessary documentation to causeprivilege or confidentiality concerns. If any required Consent of any third party (excluding any Governmental Authority) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or is not obtained prior to the Closing Date. The provisions of Section 6.5(a)(iiClosing, the parties hereto, each without cost, expense or liability to the other, shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended to the extent such alternative arrangement does not conflict with or violate Applicable Law. (b) Neither the Company nor any Company Subsidiary shall apply as well agree orally or in writing to make any payments under, undertake any obligations or make any amendments to any consentMaterial Contract, approvalto any concessions in any commercial arrangements or to any loss of rights (whether to have effect prior to or after the Closing), order in each case, in connection with obtaining any Consents from any private third party or authorization that may be required to so terminate any and all such certificates Governmental Authority, without obtaining the prior written consent of public necessity and convenience (or comparable authority)Buyers.

Regulatory Matters; Third Party Consents. (i) Buyer and Seller The parties to this Agreement ---------------------------------------- shall cooperate with each other and (A) shall use their commercially all reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party to obtain as promptly as practicable all Consents and Permits which are necessary or advisable to consummate the transactions contemplated by this Agreement, Agreement (it being understood that the Companies and (B) the Sellers shall use their be responsible only for using commercially reasonable efforts to obtain as promptly as practicable all such approvals, waivers and Consents from such parties with whom the Companies are in contractual privity). If any permit, consent, approval, order, required Consent of or waiver or authorization of such by any third party (excluding any Governmental Authority or third party which and excluding any Consent required to be obtained from a Client) is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything not obtained prior to the contrary Closing, the Parties hereto, each without cost, expense or liability to any other Party, shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. The parties to this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall Agreement will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all of the information relating to SellerPurchaser, the Company and Companies or the Subsidiaries or BuyerSellers, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide any -------- ------- party to this Agreement with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of any permitall permits, consentConsents, approval, order, waiver or authorization approvals and authorizations of a all third parties and Governmental Authority necessary or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other apprised others appraised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver or make available to the other party parties hereto evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver or make available to the other party parties hereto a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filingapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer Purchaser, the Companies and Seller the Sellers shall each act reasonably and promptlyas promptly as practicable. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. Subject to the terms and conditions set forth in this Agreement, Boron, Holdings and Silicon shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective, the transactions contemplated by this Agreement as soon as reasonably practicable, including (ia) Buyer the satisfaction of the conditions precedent to the obligations of Holdings and Seller Silicon (in the case of Boron) or Boron (in the case of Holdings and Silicon) to the Merger, (b) the obtaining of all necessary consents or waivers from third parties, (c) the obtaining of all necessary actions or no-actions, expirations or terminations of waiting periods under antitrust laws, permits, consents, approvals, authorizations, waivers and orders from, or any exemption by, any Regulatory Agencies or other Governmental Entities, and (d) the execution and delivery of any additional instruments necessary to consummate the Merger and the Bank Merger and to fully carry out the purposes of this Agreement. Except as expressly required or permitted by this Agreement, or as required by applicable Law, or with the prior written consent of the other party, Holdings and Silicon, on the one hand, and Boron, on the other hand shall, and shall cause each of their respective Subsidiaries to take, no action that is intended to or would reasonably be expected to result in the failure of any of the conditions set forth in Article VII. The parties shall cooperate with each other and (A) shall use their commercially respective reasonable best efforts to (x) promptly prepare and file, and cause their respective Subsidiaries to prepare and to file promptly after the date hereof file, all necessary documentation, and to effect all applications, notices, petitions and filings, with each to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Authority and each other third party which Entities that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger), and (By) to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or Governmental Entities. In furtherance (but not in limitation) of the foregoing, Boron shall, and shall cause Boron Bank to, use their commercially reasonable best efforts to obtain as promptly as practicable file any permitrequired applications, consentnotices or other filings with the Federal Reserve Board, approvalthe FDIC, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate and the transactions contemplated by this Agreement. WDFI within forty-five (ii45) Notwithstanding anything to days after the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue date hereof. Silicon and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller Boron shall have the right to review in advance, and shall and, to the extent practicable, each will consult with the other party on, in each case subject to applicable Laws relating to the exchange of information, all the non-confidential information relating to Seller, the Company and the Subsidiaries Silicon or BuyerBoron, as the case may be, and any of their respective AffiliatesSubsidiaries, which appears that appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or other Governmental Authority or any other third party Entity in connection with the transactions contemplated by this Agreementherein. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will shall consult with each other with respect to the obtaining of any permitall permits, consentconsents, approvalapprovals and authorizations of all third parties, orderRegulatory Agencies, waiver and other Governmental Entities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger) and each party shall will keep the other apprised of the status of obtaining matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of any material notices or other communications received by such permitparty or, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence Knowledge of such party, its Representatives from any third party, Regulatory Agency and/or Governmental Entity with respect to the transactions contemplated by this Agreement, in each case to the extent permitted by applicable Law. Each of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller parties shall, upon request, furnish each other with all information concerning themselves, their respective subsidiariesSubsidiaries, directors, officers officers, and stockholders shareholders (or members) and such other matters as may be reasonably necessary or advisable in connection with any applicationfiling, notice, petition statement or filing application made by or on behalf of BuyerBoron, the Company Holdings, Silicon or any of their respective Affiliates Subsidiaries to any Regulatory Agency or Governmental Authority Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)Agreement. (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) From the date hereof through the Closing Date, Buyer and Seller shall cooperate with each other and (A) shall use their respective commercially reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentationdocumentation with, and to effect obtain as promptly as practicable all applicationsPermits of, notices, petitions all third parties and filings, with each Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable including, without limitation, any permit, consent, approval, order, waiver filings under the HSR Act or authorization of such Governmental Authority in connection with the underwriting by First Re or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Buyer's Affiliates to be obligated) to pay of any policies of insurance or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, reinsurance previously underwritten by Homestead. Buyer and Seller shall have the right to review in advance, and shall consult with the other party on, in each case subject to any laws relating to the exchange of information, all the information relating to Seller, the any Transferred Company and the Subsidiaries any Subsidiary of a Transferred Company or Buyer, as the case may be, and any of their respective AffiliatesAffiliates (other than any stockholder of Seller), which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver all Permits of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, and each party shall keep the other apprised of the status of obtaining matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any such permit, consent, approval, order, waiver of Buyer's Affiliates of any policies of insurance or authorizationreinsurance previously underwritten by Homestead. The party responsible for a any such filing shall promptly deliver to the other party evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating thereto, and the filing of any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptlyas promptly as practicable. (cb) From the date hereof through the Closing Date, Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, themselves and their respective subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, notice50 56 filing, petition notice or filing application made by or on behalf of BuyerBuyer or Seller, as the Company case may be, or any of their its respective Affiliates Affiliates, to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)Agreement. (dc) From the date hereof through the Closing Date, Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, which causes such party to believe that there is a reasonable likelihood that any the requisite permit, consent, approval, order, waiver consent or authorization approval will not be obtained or that the receipt of such consent or approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller shall cooperate with each other and (A) shall The Companies will use their commercially reasonable best efforts to prepare obtain, as soon as reasonably practicable, any and to file promptly after all Seller Governmental Consents required in connection with the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization consummation of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (iib) Notwithstanding anything Buyer will use its reasonable best efforts to obtain, as soon as reasonably practicable, any and all Buyer Governmental Consents required in connection with the contrary in consummation of the transactions contemplated by this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (bc) Subject to applicable law relating to the exchange provisions of informationSection 6.4, Buyer Buyer, on one hand, and Seller shall the Sellers, on the other hand, will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information and any contracted restrictions, all the information relating to Seller, Buyer or the Company and Companies or the Subsidiaries or BuyerFunds, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party in connection with the obtaining of the consents listed on Schedules 3.2(b), 3.2(c), and 5.2(c) or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide any party with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing shall promptly deliver to the other party parties evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party parties a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement application (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentialityfor any confidential portions thereof). (d) Buyer The Sellers shall use their reasonable best efforts to obtain, as soon as reasonably practicable, the consents set forth on Schedule 3.23(a) and Seller complete, as soon as reasonably practicable, the Reorganization. In the event that Sellers are unable to obtain a consent set forth on Schedule 3.23(a) or otherwise unable to complete the Reorganization as currently contemplated, the Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose permituse their reasonable best efforts to take steps to restructure the Reorganization in such a manner to complete, consentas soon as reasonably practicable, approval, order, waiver or authorization is required for consummation the Reorganization. Following the execution of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if Parent, the Management Shareholders and the Companies shall cooperate to take any Excluded Consents have not been obtained reasonable action required to cause the Reorganization to be completed prior to the earlier Initial Closing. For the avoidance of (i) doubt, this provision is only for the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all benefit of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority)Buyer.

Regulatory Matters; Third Party Consents. (ia) Buyer The Parties shall, and Seller shall cause their respective Affiliates to, cooperate with each other and (A) shall use their commercially reasonable best efforts to prepare and to file as promptly as practicable after the date hereof prepare and file, or cause to be prepared and filed, all necessary documentation, and documentation to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreementfilings with, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permitafter the date hereof all permits, consentconsents, approvalapprovals, orderwaivers and authorizations of, waiver all third parties and Governmental Authorities that are necessary or authorization of such Governmental Authority or third party which is necessary advisable to timely consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything hereby. All such third party consents, waivers, approvals and notices shall be in writing and in form and substance reasonably satisfactory to the contrary in this AgreementParties, neither Seller nor Buyer and executed originals of such consents, waivers and approvals shall be obligated (nor shall they be obligated made available to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction each Party for inspection promptly after receipt thereof, and copies of such a notices shall be made available to each Party promptly after the making thereof. The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee in connection with the consummation of the transactions contemplated hereby. Each Party hereto (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees“Reviewing Party”) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall will have the right to review in advance, and shall the other Party (the “Filing Party”) will consult with the other party Reviewing Party on, all the information relating to Seller, the Company Reviewing Party and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which its Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with by the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates Filing Party to any Governmental Authority in connection with the transactions contemplated by this Agreement (except hereby. The Parties hereto agree that they will keep the other Parties apprised in a timely manner of the status of matters relating to completion of the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)transactions contemplated hereby. (db) Buyer and Seller Each Party shall promptly advise each the other Party upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of relating to the transactions contemplated by this Agreement which causes such party hereby or otherwise materially affecting its ability to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayedtimely consummate the transactions contemplated hereby. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer The Sellers, on the one hand, and Seller WRF, on the other hand, shall cooperate with each other and (A) shall use their all commercially reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority Authorities and each other third to satisfy all conditions to the obligations of any party which are necessary to consummate the transactions contemplated by this AgreementAgreement (it being understood that the Sellers shall be responsible for obtaining all such approvals, waivers and (B) shall use their commercially reasonable efforts consents from such parties with whom the Legend Companies are in contractual privity). The parties acknowledge that the obligation to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization the approval of such Governmental Authority or third party which is necessary the NASD to consummate the transactions contemplated hereby is an obligation of both WRF and the Sellers. If any required consent of or waiver by this Agreement. any third party (iiexcluding any Governmental Authority and consents of clients under investment advisory agreements) Notwithstanding anything is not obtained prior to the contrary Closing, the Sellers or WRF, as the case may be, each without cost, expense or liability to the other (except as provided in this AgreementArticle VII hereof), neither Seller nor Buyer shall be obligated (nor shall they be obligated cooperate in good faith to cause or permit any of their respective Affiliates seek an alternative arrangement to be obligated) to pay or provide any compensation or service to or at achieve the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third partyeconomic results intended. (b) Subject to applicable law relating to WRF and the exchange of information, Buyer and Seller shall Sellers will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to Seller, WRF or the Company and the Subsidiaries or BuyerSellers, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement, provided, however, that nothing contained herein shall be deemed to provide any party with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver to the other party parties evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party parties a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement application (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentialityfor any confidential portions thereof). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) From the date hereof through the Closing Date, Buyer and Seller shall cooperate with each other and (A) shall use their respective commercially reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentationdocumentation with, and to effect obtain as promptly as practicable all applicationsPermits of, notices, petitions all third parties and filings, with each Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable including, without limitation, any permit, consent, approval, order, waiver filings under the HSR Act or authorization of such Governmental Authority in connection with the underwriting by First Re or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Buyer's Affiliates to be obligated) to pay of any policies of insurance or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, reinsurance previously underwritten by Homestead. Buyer and Seller shall have the right to review in advance, and shall consult with the other party on, in each case subject to any laws relating to the exchange of information, all the information relating to Seller, the any Transferred Company and the Subsidiaries any Subsidiary of a Transferred Company or Buyer, as the case may be, and any of their respective AffiliatesAffiliates (other than any stockholder of Seller), which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver all Permits of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, and each party shall keep the other apprised of the status of obtaining matters relating to completion of the transactions contemplated herein, including, without limitation, the underwriting by First Re or Buyer or any such permit, consent, approval, order, waiver of Buyer's Affiliates of any policies of insurance or authorizationreinsurance previously underwritten by Homestead. The party responsible for a any such filing shall promptly deliver to the other party evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating thereto, and the filing of any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptlyas promptly as practicable. (cb) From the date hereof through the Closing Date, Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, themselves and their respective subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of BuyerBuyer or Seller, as the Company case may be, or any of their its respective Affiliates Affiliates, to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)Agreement. (dc) From the date hereof through the Closing Date, Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement Agreement, including, without limitation, the underwriting by First Re or Buyer or any of Buyer's Affiliates of any policies of insurance or reinsurance previously underwritten by Homestead, which causes such party to believe that there is a reasonable likelihood that any the requisite permit, consent, approval, order, waiver consent or authorization approval will not be obtained or that the receipt of such consent or approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (i) Sellers and Buyer and Seller shall cooperate with each other and (A) shall use their commercially reasonable efforts to promptly prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, . Sellers and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall have the right to review in advance, and shall consult with the other party on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to SellerSellers, the Company Companies and the their Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement, provided, however, that nothing contained herein shall be deemed to provide any Party with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto agree that they will Parties shall consult with each other with respect to the obtaining of any permitall Permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party Party shall keep the other Parties apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party Party responsible for a filing as set forth above shall promptly deliver to the other party Parties evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party Party responsible for a filing shall also promptly deliver to the other party Parties a copy of each material notice, order, opinion and other item of correspondence received by such filing Party from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filingapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer and Seller the Parties shall act reasonably and promptly. as promptly as practicable. Without limiting the generality of the foregoing, within fifteen (c15) Business Days after the date hereof, Buyer shall make Form A filings with the insurance departments of the States of Michigan, New Jersey, Indiana, Florida, New York and, if applicable, California and Seller Illinois with respect to the transactions contemplated hereby. Buyer shall promptly make any and all other filings and submissions of information with such insurance departments which are required or requested by such insurance departments in order to obtain the approvals required by such insurance departments to consummate the transactions contemplated hereby. Sellers shall furnish Buyer with such necessary information and reasonable assistance as Buyer may reasonably request in connection with its preparation of such Form A filings and other filings or submissions. Buyer shall keep Sellers fully apprised of its actions with respect to all filings and submissions and shall provide Sellers with copies of such Form A filings and other filings or submissions. Sellers and Buyer shall, upon request, furnish each other with all information concerning themselves, their respective subsidiariesAffiliates, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Company Companies, the Subsidiaries or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) . Sellers and Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party Party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) Notwithstanding anything to . Further Assurances. Each of the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all Parties shall execute such documents and other authorizations, filings, notifications, consents, orders papers and approvals set forth on Schedules 4.4 and 5.3 have been obtained or madeperform such further acts, as applicableexpeditiously as possible, as may be reasonably required to carry out the provisions hereof and (ii) the date that is sixty (60) days after the date hereoftransactions contemplated hereby. Each such Party shall, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date, use all reasonable efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby. The provisions In case at any time after the Closing any further action is necessary to carry out the purposes of Section 6.5(a)(iithis Agreement, each of the Parties shall take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Article IX below). Sellers acknowledge and agree that, from and after the Closing, Buyer shall apply as well be entitled to possession of all documents, books, records (including Tax Records), agreements, and financial data of any consent, approval, order or authorization that may be required sort relating to so terminate any each Company and all such certificates of public necessity and convenience (or comparable authority)its Subsidiaries.

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially all reasonable best efforts to prepare and to file file, as promptly after the date hereof as practicable, all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver all Consents of all third parties and Governmen- tal Authorities set forth in Schedules 3.6 and 4.6 or authorization of such Governmental Authority that are necessary or third party which is necessary advisable to consummate the transactions contemplated by this Agreement. Transactions; provided, however, that (i) no party shall be required to make any payment to obtain any Consent from a third party (or Governmental Authority), and (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller MLIM Parent nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective its Controlled Affiliates shall agree orally or in writing to be obligated) any material amendments to pay any Material Contract, to any material concessions in any commercial arrangements or provide to any compensation or service material loss of rights (whether to have effect prior to or at after the direction of such a Closing), in each case, in connection with obtaining any Consents from any private third-party or Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in without obtaining the permit, lease, or contract at issue and except for the payment prior written consent of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third partyBlackRock. (b) If any required Consent of any third party (excluding any Governmental Authority) is not obtained prior to the Closing, the parties hereto, each without cost, expense or liability to the other (except as provided in Article VII hereof), shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. (c) Subject to Applicable Law and any applicable law relating to confidentiality restrictions, BlackRock and its counsel, on the exchange of informationone hand, Buyer and Seller MLIM Parent and its counsel, on the other hand, shall have the right to review (in advance, and shall consult with advance to the other party on, all the extent practicable) any information relating to Seller, the Company and the Subsidiaries BlackRock or BuyerMLIM Parent, as the case may be, and any of their respective Affiliates, which appears that appear in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree Transactions, provided that they will consult with each other with respect nothing contained herein shall be deemed to the obtaining of provide any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining with a right to review any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent provided to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority a confidential basis in connection with the transactions contemplated by this Agreement (except Transactions. The parties may also, as each deems reasonably necessary, designate any competitively sensitive material provided to the extent that other under this Section 5.7 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such information would beoutside counsel to employees, officers, or relates to information that would be, filed under a claim directors of confidentiality)the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation Promptly after the completion of its due diligence regarding the transactions contemplated by MLIM Business in connection with this Agreement which causes such party and the Transactions, BlackRock shall deliver to believe that there is MLIM Parent a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything schedule of Governmental Approvals understood by BlackRock to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any be obtained by BlackRock as a result of the regulatory status of the MLIM Transferred Entities and all such certificates their Controlled Affiliates, and the MLIM Funds except for Governmental Approvals the failure of public necessity and convenience (which to obtain, individually or comparable authority)in the aggregate, would not reasonably be expected to have or result in a BlackRock Material Adverse Effect.

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable . If any permit, consent, approval, order, required consent of or waiver or authorization of such Governmental Authority or by any third party which (excluding any Governmental Authority) is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything not obtained prior to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, leaseClosing, or contract at issue if the assignment of any Contract would be ineffective or would adversely affect any material rights or benefits thereunder so that Buyer would not in fact receive all such material rights and except for benefits, the payment of routine filing fees) in order to obtain any permitparties hereto, consenteach without cost, approval, order, waiver expense or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating liability to the exchange of informationother (except as provided in Article VIII hereof), Buyer and Seller shall cooperate in good faith to seek, if reasonably possible, an alternative arrangement to achieve the economic results intended. The parties to this Agreement will have the right to review in advance, and shall will consult with the other party on, all the information relating to SellerBuyer, the Company and Companies or the Subsidiaries or BuyerShareholder, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed -------- ------- to provide any party to this Agreement with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other others apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver to the other party parties hereto evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party parties hereto a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filingapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer Buyer, the Companies and Seller the Shareholder shall each act reasonably and promptlyas promptly as practicable. (cb) Buyer and Seller Each party to this Agreement shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Company Companies or any of their respective Affiliates the Shareholder to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (dc) Buyer and Seller The parties to this Agreement shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer Purchaser and Seller shall cooperate with each other and (Ai) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which that are necessary or advisable to consummate the transactions contemplated by this Agreement, and (Bii) shall use their commercially reasonable best efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which that is necessary or advisable to consummate the transactions contemplated by this Agreement. (iib) Notwithstanding anything Purchaser and Seller shall cooperate with each other and (i) shall use their reasonable best efforts promptly to the contrary in this Agreementprepare and to file all necessary documentation, neither Seller nor Buyer shall be obligated (nor shall they be obligated and to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or effect all applications, notices, petitions and filings, with each third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in a Governmental Authority) that are necessary or advisable to consummate the permittransactions contemplated by this {B0968884.12} Agreement, lease, or contract at issue and except for the payment of routine filing fees(ii) in order shall use their reasonable best efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization that is necessary or advisable to consummate the transactions contemplated by this Agreement, and (iii) Seller shall use its reasonable best efforts to obtain as promptly as practicable a commercially reasonable estoppel certificate from the counterparty to the leases or license agreements set forth on Schedule 8.10(b); provided, however, that such cooperation shall not include any requirement of such a Governmental Authority Seller, Purchaser or their Affiliates to expend material amounts of money, commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party. (bc) Subject to To the extent permitted by applicable law relating to the exchange of informationLaw or agreement with any securities exchange, Buyer Purchaser and Seller shall have the right to review in advance, and Purchaser and Seller shall consult with the each other party onwith respect to, all the information in each case subject to applicable Laws relating to Sellerthe exchange of information, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will Purchaser and Seller shall consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver approval or authorization of a Governmental Authority or other third party necessary or advisable to consummate the transactions contemplated by this Agreement and each party Party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver approval or authorization. The party confidentiality of any information obtained by a Party from another Party to this Agreement under this Section 8.10 shall be maintained in accordance with the terms of the Confidentiality Agreement. The Party responsible for a any such filing shall promptly deliver to the other party Party evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party Party responsible for a filing shall also promptly deliver to keep the other party a copy Party apprised of the receipt of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party Party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer Purchaser and Seller shall act reasonably and promptly. (cd) Buyer Purchaser and Seller shall, upon request, furnish each other (on an outside counsel only basis where appropriate) with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, the Company Purchaser and/or Seller to or any of their respective Affiliates to with any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (de) Buyer Purchaser and Seller shall promptly advise each other upon receiving any substantive, non-ministerial communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed. (ef) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreementherein, Purchaser and Seller, and if any Excluded Consents have not been obtained prior required Property Sellers, shall make an appropriate filing of notification and report form pursuant to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter HSR Act with respect to the Excluded Consents, Buyer transactions contemplated hereby within five (5) Business Days after the Effective Date. Purchaser and Seller shall (furnish each other all such necessary information and Buyer reasonable assistance as the other may request in connection with its preparation of the necessary filings or submissions under the HSR Act. Purchaser and Seller shall cause {B0968884.12} supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. Purchaser and Seller agree to use their respective Affiliates to) cease their reasonable best efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all early termination of the certificates of public convenience waiting period under the HSR Act and necessity (obtain any necessary approvals or comparable authority) permits in connection therewith. Purchaser shall bear the filing fee associated with any HSR Act filings made pursuant to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of this Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority8.10(f).

Regulatory Matters; Third Party Consents. (ia) Buyer The parties to this Agreement shall, and Seller shall cause their respective Affiliates to, cooperate with each other and (A) shall use their commercially reasonable best efforts to prepare and to file as promptly as practicable after the date hereof prepare and file, or cause to be prepared and filed, all necessary documentation, and documentation to effect all applications, notices, petitions and filingsfilings with, with each and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, all third parties and Governmental Authority and each other third party which Authorities that are necessary or advisable to timely consummate the transactions contemplated by this Agreement, Agreement and (B) shall use their commercially the Ancillary Agreements. The parties hereto agree to take all reasonable efforts steps necessary to obtain as promptly as practicable satisfy any permit, consent, approval, order, waiver conditions or authorization of such requirements imposed by any Governmental Authority or third party which is necessary to consummate in connection with the consummation of the transactions contemplated by this Agreement. (ii) . Notwithstanding anything to the contrary in this Agreement, neither Seller Buyer nor Buyer any of its Affiliates (which for purposes of this sentence shall include the Company Group) shall be obligated required, in connection with the matters covered by this Section 4.6, (nor shall they be obligated i) to cause pay any amounts (other than the payment of filing fees and expenses and fees of counsel), (ii) to commence or permit defend any litigation, (iii) to hold separate (including by trust or otherwise) or divest any of their respective Affiliates to be obligatedbusinesses, product lines or assets, (iv) to pay agree to any limitation on the operation or provide conduct of their or the Company’s or any compensation member of the Company Group’s respective businesses or service (v) to or at waive any of the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically conditions set forth in the permit, lease, or contract at issue and except for the payment Article V of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller shall this Agreement. The parties hereto will have the right to review in advance, and shall will consult with the other party parties on, all the information relating to Seller, Buyer, the Company and the Subsidiaries Group or Buyerany of their Affiliates, as the case may be, and any of their respective Affiliates, which that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other parties apprised in a timely manner of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver matters relating to the other party evidence completion of the filing transactions contemplated herein. Each of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item the parties hereto agrees that none of additional the information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company regarding it or any of their respective its Affiliates supplied or to be supplied by it or to be supplied on its behalf specifically for inclusion in any documents to be filed with any Governmental Authority in connection with the transactions contemplated by this Agreement (except hereby will, at the respective times such documents are filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. This Section 4.6(a) shall not apply to the extent that such information would beobtaining of Client consents, or relates to information that would be, filed under a claim of confidentiality)which shall be governed exclusively by Section 4.2. (db) Buyer and Seller Each of the parties to this Agreement shall promptly advise each the other parties upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of relating to the transactions contemplated by this Agreement which causes such party or the Ancillary Agreements or otherwise materially affecting its ability to believe that there is a reasonable likelihood that timely consummate the transactions contemplated hereby or thereby from any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayedGovernmental Authority. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties hereto shall cooperate with each other and (A) shall use their commercially respective reasonable best efforts to promptly prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Authority and each other third party Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities, it being agreed that, within thirty (B30) days after the date hereof, the parties will file any application, notice or report required to be filed by such party with any Governmental Entity with respect to a Requisite Regulatory Approval; provided that this Section 6.1(a) shall use their commercially reasonable efforts to obtain as promptly as practicable any permitnot govern the parties’ respective obligations regarding the FDIC Consents, consentFDIC Non-Objections, approval, order, waiver or authorization GSE Consents and GSE Non-Objections. Each of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller parties hereto shall have the right to review in advance, and shall and, STRICTLY CONFIDENTIAL EXECUTION to the extent practicable, each will consult with the other party on, in each case subject to applicable Laws relating to the exchange of information, all the non-confidential information relating to Seller, the Company and the Subsidiaries Oxygen or BuyerCarbon, as the case may be, and any of their respective AffiliatesSubsidiaries, which appears appear in any filing made with, or written materials submitted to, any Governmental Authority third party or any other third party Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Entities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other apprised of the status of obtaining matters relating to completion of the transactions contemplated herein, including promptly furnishing the other with copies of any material notices or other communications received by such permitparty or, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other Knowledge of such party, its Representatives from any third party evidence and/or Governmental Entity with respect to the transactions contemplated by this Agreement, in each case to the extent permitted by applicable Law. Each of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller parties shall, upon request, furnish each other with all information concerning themselves, their respective subsidiariesSubsidiaries, directors, officers officers, and stockholders shareholders (or members) and such other matters as may be reasonably necessary or advisable in connection with any applicationfiling, notice, petition statement or filing application made by or on behalf of BuyerCarbon, the Company Oxygen or any of their respective Affiliates Subsidiaries to any Governmental Authority Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. (b) Promptly following the date hereof, Oxygen shall provide a mutually agreed written notice of the proposed transactions contemplated by this Agreement (including the Merger and the Bank Merger) to the FDIC requesting, with respect to each of the FDIC Agreements, either (i) the written consent of the FDIC to the transactions contemplated by this Agreement (except including the Merger and the Bank Merger) (a “FDIC Consent”) or (ii) a written acknowledgement from the FDIC that its consent is not required (a “FDIC Non-Objection”). The written notice will state with respect to certain specified FDIC Agreements that Oxygen believes that consent from the extent that such information would be, or relates FDIC to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party (including the Merger and the Bank Merger) is not required. Oxygen will use reasonable best efforts to believe that there is obtain, with respect to each of the FDIC Agreements, either a reasonable likelihood that any requisite permitFDIC Consent or a FDIC Non-Objection, consentin each case, approvalwithout payment to the FDIC, ordertermination or modification, waiver or authorization amendment adverse to, additional liability to, or loss of any benefits by, Carbon or Oxygen or their Subsidiaries with respect to any such FDIC Agreements; provided that if required by the FDIC as a condition to granting such FDIC Consent or FDIC Non-Objection, Oxygen and its Subsidiaries shall be obligated to (A) make one or more payments to the FDIC and/or (B) amend, modify, waive, or agree to forebear from enforcing, the terms of, or terminate, any FDIC Agreements (any of the foregoing in clause (B), a “FDIC Modification”), in each case that is conditioned on completion of the Merger; provided that (x) the aggregate present value of any such payment and (y) the aggregate present value of the benefits foregone by, and additional Liabilities to, Carbon, Oxygen and their Subsidiaries as a result of, arising out of, or relating to any such FDIC Modifications as compared to the terms of the FDIC Agreements had they remained in effect without such FDIC Modifications net of (z) the aggregate present value of any benefits received by Oxygen, or of any Liabilities with respect to which Oxygen is released, as a result of, arising out of, or relating to any such FDIC Modifications as compared to the terms of the FDIC Agreements had they remained in effect without such FDIC Modifications ((x) and (y), net of (z), a “FDIC Payment”) is, in the aggregate, a reasonable amount. STRICTLY CONFIDENTIAL EXECUTION (c) Promptly following the date hereof, Oxygen shall provide a mutually agreed written notice of the proposed transactions contemplated by this Agreement (including the Merger and the Bank Merger) to each GSE requesting, with respect to each of the GSE Agreements, (i) the written consent of the applicable GSE to the transactions contemplated by this Agreement (including the Merger and the Bank Merger) (a “GSE Consent”) or (ii) a written acknowledgement from the applicable GSE that its consent is not required (a “GSE Non-Objection”). The written notice will state with respect to certain specified GSE Agreements that Oxygen believes that consent from the applicable GSE to the transactions contemplated by this Agreement (including the Merger and the Bank Merger) is not required. Oxygen will use reasonable best efforts to obtain, with respect to each of the GSE Agreements, either a GSE Consent or a GSE Non-Objection, in each case, without payment to any GSE or termination or modification, waiver or amendment adverse to, any additional Liability to, or loss of any benefit by, Carbon or Oxygen or their Subsidiaries with respect to any such GSE Agreements; provided that if required by any GSE as a condition to granting such GSE Consent or GSE Non-Objection, Oxygen and its Subsidiaries shall be obtained obligated, to (A) make one or more payments to any GSE and/or (B) amend, modify, waive, or agree to forebear from enforcing, the terms of, or terminate, any GSE Agreements (any of the foregoing in clause (B), a “GSE Modification”), in each case that is conditioned on completion of the Merger; provided that (x) the aggregate present value of any such payment and (y) the aggregate present value of the benefits foregone by, and additional Liabilities to, Carbon, Oxygen and their Subsidiaries as a result of, arising out of, or relating to any such GSE Modifications as compared to the terms of the GSE Agreements had they remained in effect without such GSE Modifications net of (z) the aggregate present value of any benefits received by Oxygen, or of any Liabilities with respect to which Oxygen is released, as a result of, arising out of, or relating to any such GSE Modifications as compared to the terms of the GSE Agreements had they remained in effect without such GSE Modifications ((x) and (y), net of (z), a “GSE Payment”) is, in the aggregate, a reasonable amount. (d) Oxygen and Carbon shall cooperate with each other in connection with obtaining each FDIC Consent or FDIC Non-Objection and each GSE Consent or GSE Non-Objection. Neither Oxygen nor Carbon may participate or agree to participate in any substantive in-person meeting, telephone call or discussion with the FDIC or any GSE (other than unscheduled calls received from, or unscheduled discussions initiated by, the FDIC or any GSE) relating to the transactions contemplated by this Agreement (including any FDIC Consent, FDIC Non-Objection, GSE Consent or GSE Non-Objection) unless it consults with the other party in advance and provides the other with the opportunity to participate in such meeting, call or discussion (other than unscheduled calls received from, or unscheduled discussions initiated by, the FDIC or any GSE). Carbon and Oxygen shall have the right to review in advance, and, to the extent practicable, each will consult the other on all correspondence or information that will be materially delayedprovided to the FDIC and the GSEs relating to the FDIC Consents, the FDIC Non-Objections, the GSE Consents or GSE Non-Objections or otherwise relating to the transactions contemplated by this Agreement. (e) Notwithstanding anything to the contrary foregoing, nothing contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior Agreement shall be deemed to the earlier of require (i) Carbon or its Subsidiaries to (and without the date by which all other authorizationsprior written consent of Carbon, filingsOxygen and its Subsidiaries shall not) (A) take any action, notificationsor commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, orders approvals and approvals set forth authorizations of Governmental Entities that would reasonably be STRICTLY CONFIDENTIAL EXECUTION expected to have, individually or in the aggregate, a material adverse effect (measured on Schedules 4.4 a scale relative to Oxygen and 5.3 have been obtained its Subsidiaries, taken as a whole) on Carbon and its Subsidiaries after giving effect to the transactions contemplated hereby or made(B) make or incur or commit to make or incur any FDIC Payment that is, as applicablein the aggregate, and not a reasonable amount in the context of Section 6.1(b) of this Agreement or GSE Payment in an amount that is, in the aggregate, not a reasonable amount in the context of Section 6.1(c) of this Agreement or (ii) the date that is sixty (60) days after the date hereof, then pursuant Oxygen or its Subsidiaries to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer without the prior written consent of Oxygen, Carbon and Seller its Subsidiaries shall cause not) make or incur or commit to make or incur any FDIC Payment or GSE Payment that is, in the aggregate, not a reasonable amount in the context of Section 6.1(b) of this Agreement or GSE Payment in an amount that is, in the aggregate, not a reasonable amount in the context of Section 6.1(c) of this Agreement ((i) or (ii) a “Burdensome Condition”). Fifty percent (50%) of any FDIC Payment or GSE Payment that Oxygen, Carbon or their respective Affiliates to) cease their efforts Subsidiaries make, incur or commit to obtain such Excluded Consents and take such actions make or incur that does not constitute a Burdensome Condition shall be fully reflected as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all a Transaction Expense in the calculation of the certificates of public convenience Net Merger Consideration in an amount reasonably satisfactory to Carbon and necessity Oxygen (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of finally determined pursuant Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority9.14).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller Sellers shall cooperate with each other and (A) shall use their commercially reasonable efforts to prepare and to file promptly within 10 Business Days after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which that are necessary to consummate the transactions contemplated by this Agreement, including information required to be filed or supplied pursuant to any antitrust or competition laws, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit including opposing any of their respective Affiliates to be obligated) to pay or provide attempt by any compensation or service to or at the direction of such a Governmental Authority to obtain a preliminary or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, leasepermanent injunction, or contract at issue and except for to affirm or appeal any such injunction, to enjoin the payment consummation of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third partythe transactions contemplated hereby. (b) Subject to applicable law relating to the exchange of information, Buyer and Seller Sellers shall have the right to review in advance, and shall consult with the other party on, all the information relating to SellerSellers, the Company and the Subsidiaries or Buyer, as the case may be, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller Sellers shall act reasonably and promptly. (c) Buyer and Seller Sellers shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders equity holders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)Agreement. (d) Buyer and Seller Sellers shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially reasonable best efforts promptly to prepare and to file promptly after (on a confidential basis if requested by any of the date hereof other parties and permitted under Applicable Law) all necessary documentation, and to effect (on a confidential basis if requested by any of the other parties and permitted under Applicable Law) all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, including but not limited to, any filings to be made under the HSR Act which filings shall be made within 30 days of the date of this Agreement, and (B) shall use their commercially requests for required consents under the Contracts. Buyer agrees to take all reasonable efforts steps necessary to obtain as promptly as practicable satisfy any permit, consent, approval, order, waiver conditions or authorization of such requirements imposed by any Governmental Authority or third party which is necessary to consummate in connection with the consummation of the transactions contemplated by this Agreement. , other than those conditions or requirements which, individually or in the aggregate, are likely to have an adverse effect on the Company, Buyer and/or their Affiliates. If any required consent of or waiver by any third party (iiexcluding any Governmental Authority) Notwithstanding anything is not obtained prior to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, leaseClosing, or contract at issue if the assignment of any Contract would be ineffective or would adversely affect any material rights or benefits thereunder so that Buyer would not in fact receive all such rights and except for benefits, the payment of routine filing fees) in order to obtain any permitparties hereto, consenteach without cost, approval, order, waiver expense or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating liability to the exchange of informationother, Buyer and Seller shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. The parties to this Agreement will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information and confidentiality, all the information relating to SellerBuyer, Seller or the Company and the Subsidiaries or BuyerCompany, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this AgreementAgreement (except for any confidential portions thereof). The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of any permitall permits, consentconsents, approval, order, waiver approvals and authorizations of all third parties and Governmental Authorities necessary or authorization of a Governmental Authority or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other others apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing shall as set forth above shall, if requested to do so by any other party, promptly deliver to the other party parties hereto evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver to the other party parties hereto a copy of each material notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party from any Governmental Authority in respect of any such application, notice, petition or filingapplication (except for any confidential portions thereof). In exercising the foregoing rights and obligations, Buyer and Seller each of the parties hereto shall act reasonably and promptlyas promptly as practicable. (cb) Buyer and Seller Each party to this Agreement shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers officers, partners and stockholders and such other matters as may be reasonably necessary or advisable in connection with any applicationstatement, noticefiling, petition notice or filing application made by or on behalf of Buyer, Seller or the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)Agreement. (dc) Buyer and Seller The parties to this Agreement shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver consent or authorization approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization regulatory approval will not be obtained or that the receipt of any such approval will be materially delayeddelayed or that the transactions contemplated hereby will become subject to additional conditions imposed by a Governmental Authority. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).

Regulatory Matters; Third Party Consents. (ia) Buyer During the Interim Period, subject to the terms and Seller conditions herein provided, each of PIL, PIL Uruguay and the Company shall, and, if required by Applicable Law, shall cooperate with each other and (A) shall cause its Subsidiaries to, use their commercially respective reasonable best efforts to prepare take, agree to take or cause to be taken, any and all actions and to file promptly after the date hereof do, or cause to be done, any and all necessary documentationthings necessary, and to effect all applications, notices, petitions and filings, with each Governmental Authority and each other third party which are necessary proper or advisable so as to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain make effective as promptly as practicable any permit, consent, approval, order, waiver or authorization the Transactions (including the satisfaction of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically conditions precedent set forth in the permitArticle 6 (Conditions to Closing)), leaseand each such Party shall, or contract at issue and except for the payment of routine filing fees) in order shall cause its respective Subsidiaries to, cooperate fully to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third partythat end. (b) Subject Without limiting the generality of Section 5.9(a), PIL, PIL Uruguay and the Company shall, and, if required by Applicable Law, shall cause their Subsidiaries to, use reasonable best efforts to applicable law relating (i) obtain any action, approval, authorization, clearance, order, Permit or waiver of all Governmental Authorities required to consummate the Transactions (including the FNE Filing and, prior to, or reasonably promptly after, the Closing, the consent of the Chilean Electronic Stock Exchange in connection with the indirect change of control of GDI) (each a “Requisite Regulatory Approval”), and (ii) complete any registrations that may be necessary, proper or advisable before the Registrar of Companies of the Cayman Islands with respect to the exchange of informationMerger (the “Specified Registration”). In connection therewith, Buyer (i) PIL, PIL Uruguay and Seller the Company shall, and, if required by Applicable Law, shall have cause their Subsidiaries to, (x) prepare and file as promptly as required by Applicable Law, but in any event no later than thirty (30) days from the right date hereof, all filings, registrations and notifications necessary or advisable to review make in advanceconnection with the Requisite Regulatory Approvals, and shall consult (y) on the Closing Date, make all Governmental Filings necessary or advisable to make in connection with the Specified Registration and, in each case of (x) and (y), thereafter promptly make any other party onsubmissions and responses required under any Applicable Law with respect to the Transactions; provided that pursuing consents or approvals with respect to Advisory Agreements shall be governed by Section 5.2, all the information relating to Seller, and (ii) PIL and the Company shall, and, if required by Applicable Law, shall cause their Subsidiaries to, (A) subject to appropriate confidentiality protections, deliver as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to Applicable Law in connection with the Subsidiaries Transactions, (B) promptly notify the other Parties of any substantive written communication made to or Buyerreceived by PIL or the Company (or their respective Subsidiaries), as the case may be, from any Governmental Authority regarding this Agreement or any of the Transactions, and, if permitted by Applicable Law and reasonably practicable, permit the other Parties hereto to review in advance any proposed substantive written communication to any such Governmental Authority and incorporate such other Parties’ (and any of their respective Affiliatesits outside counsel’s) reasonable comments to such proposed written communication, which appears (C) not agree to participate in any filing made with, meeting or written materials submitted to, engage in any substantive discussion with any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such applicationfiling, noticeinvestigation or inquiry regarding this Agreement or any of the Transactions unless, petition or filing. In exercising to the foregoing rights and obligationsextent reasonably practicable, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other it consults with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be Parties in advance and, to the extent permitted by Law or not prohibited by such Governmental Authority, gives such other Parties the opportunity to attend or participate and (D) act in good faith and reasonably necessary cooperate with the other Party in connection with any applicationfiling, noticeincluding by furnishing the other Parties with copies of all such filings to the non-filing Party and, petition if requested by the other Party, consider all reasonable additions, deletions or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates changes suggested to any Governmental Authority in connection such correspondence; provided, however, that no Party shall have any obligation to provide to any other party documents or portions thereof that contain confidential or competitively sensitive information, and that information and materials may be redacted or withheld (x) as necessary to comply with the transactions contemplated by this Agreement legal obligations and bona fide contractual arrangements, (except y) to the extent that such they concern or refer to matters other than the Moneda Entities, the Business or the Transactions (including with respect to other business segments of PIL, the Moneda Shareholders or their respective Affiliates); provided, further, that the Parties may, as each deems advisable, reasonably designate any material or information would beprovided to or received by any party under this Section 5.9 as “outside counsel only material.” To the extent not prohibited by Applicable Law, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller the Parties shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of in connection with the transactions contemplated by this Agreement which Requisite Regulatory Approvals set forth in Annex D hereto that causes such party Party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization such Requisite Regulatory Approvals will not be obtained or that the receipt of any such approval will be materially delayed. (ec) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if nothing herein shall obligate or be construed to obligate the Company or any Excluded Consents have not been obtained prior of its Affiliates (including any of the Moneda Entities) to the earlier of (i) the date by which all other authorizationsmake, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation made, any payment to, or forgo any rights against, any third Person in order to causeobtain the consent, waiver, confirmation, novation or approval of such third Person under any Contract. The failure by any Moneda Entity to obtain any consent, waiver, confirmation, novation or approval with respect to any Contract (including any Advisory Agreement) shall not (i) constitute a failure to satisfy any condition set forth in Article 6 (Conditions to Closing) or all (ii) relieve PIL or PIL Uruguay from its obligation to consummate the Transactions. (d) From the date of this Agreement until the Closing, neither PIL nor any of its Subsidiaries or controlled Affiliates shall acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the certificates assets of public convenience or any equity in, or by any other manner, any assets or securities of a company focused on the asset management business in Chile, or enter into a joint venture or similar arrangement with respect thereto, if the execution and necessity delivery of a definitive agreement relating to, or the consummation of, such acquisition or joint venture other similar arrangement would reasonably be expected to (individually or comparable authorityin the aggregate) (i) result in a material delay in obtaining, or materially increase the risk of not obtaining, the Requisite Regulatory Approvals, (ii) materially increase the risk of the FNE seeking or entering an Order prohibiting or conditioning the consummation of the Transactions, (iii) materially increase the risk of not being able to which remove any such Excluded Consents relate Order on appeal or otherwise, or (iv) otherwise prevent, condition or materially delay the consummation of the Transactions. (e) Notwithstanding the foregoing, nothing in this Section 5.9 shall require, or be construed to be terminated on require, PIL, the Moneda Shareholders, the Company or prior any of their respective Affiliates to agree to, unless agreed in their sole discretion, (i) sell, hold, divest, discontinue, limit or take any other action with respect to, before or after the Closing Date. The provisions , any assets, businesses or interests of Section 6.5(a)(iiPIL, the Moneda Shareholders, the Company or any of their respective Affiliates; (ii) shall apply as well to any consentterminate existing relationships, approvalcontractual rights or obligations of the Company, order the Moneda Shareholders or authorization that may be required to so PIL or their respective Affiliates; (iii) terminate any joint venture or other arrangement of the Company, the Moneda Shareholders or PIL or their respective Affiliates; (iv) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to adversely impact the economic or business benefits to PIL of the Transactions contemplated by this Agreement or (v) any modification or waiver of the terms and all such certificates conditions of public necessity and convenience (or comparable authority)this Agreement.

Regulatory Matters; Third Party Consents. (ia) Buyer and Seller The parties to this Agreement shall cooperate with each other and (A) shall use their commercially all reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, Consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, Agreement (it being understood that the Company and (B) the Sellers shall use their commercially be responsible only for using all reasonable efforts to obtain as promptly as practicable all such approvals, waivers and Consents from such parties with whom the Company is in contractual privity (including all Clients) and that such efforts shall not require action that in the Company's judgment could have an adverse impact on client relationships. If any permit, consent, approval, order, required Consent of or waiver or authorization of such Governmental Authority or by any third party which (excluding any Governmental Authority) is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything not obtained prior to the contrary in this AgreementClosing, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause the parties hereto, each without cost, expense or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) Subject to applicable law relating liability to the exchange of informationother (except as provided in Article VII hereof), Buyer and Seller shall cooperate in good faith to seek, if possible, an alternative arrangement to achieve the economic results intended. The parties to this Agreement will have the right to review in advance, and shall will consult with the other party on, in each case subject to Applicable Laws relating to the exchange of information, all of the information relating to SellerBuyer, Buyer Parent, the Company and or the Subsidiaries or BuyerSellers, as the case may be, and any of their respective Affiliates, which appears appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement, provided, however, that nothing contained herein shall be deemed to provide any party to this Agreement with a right to review any information provided to any Governmental Authority on a confidential basis in connection with the transactions contemplated hereby. The parties hereto to this Agreement agree that they will consult with each other with respect to the obtaining of any permitall permits, consentConsents, approval, order, waiver or authorization approvals and authorizations of a all third parties and Governmental Authority necessary or other third party necessary advisable to consummate the transactions contemplated by this Agreement and each party shall will keep the other others apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorizationmatters relating to completion of the transactions contemplated herein. The party responsible for a filing as set forth above shall promptly deliver or make available to the other party parties hereto evidence of the filing of all applications, noticesfilings, petitions registrations and filings notifications relating theretothereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewiththerewith (except for any confidential portions thereof). The party responsible for a filing shall also promptly deliver or make available to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality). (d) Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) the date that is sixty (60) days after the date hereof, then pursuant to Seller’s written instructions that are provided from time to time thereafter with respect to the Excluded Consents, Buyer and Seller shall (and Buyer and Seller shall cause their respective Affiliates to) cease their efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority).other

Regulatory Matters; Third Party Consents. (ia) Buyer Subject to the terms of Sections 7.5(b) and Seller (c) and 12.1(b), the Company and the Principals, on the one hand, and the Buyer, on the other hand, shall cooperate with each other and (A) shall use their all commercially reasonable efforts promptly to prepare and to file promptly after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings, with each and to obtain as promptly as practicable all permits, consents, approvals, waivers and authorizations of all third parties and Governmental Authority and each other third party which Authorities that are necessary to consummate the transactions contemplated by this Agreement, and (B) shall use their commercially reasonable efforts to obtain as promptly as practicable any permit, consent, approval, order, waiver or authorization of such Governmental Authority or third party which is necessary to consummate the transactions contemplated by this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, neither Seller nor Buyer shall be obligated (nor shall they be obligated to cause or permit any of their respective Affiliates to be obligated) to pay or provide any compensation or service to or at the direction of such a Governmental Authority or third party or otherwise incur any obligation to such a Governmental Authority or third party or its designee (other than as may be specifically set forth in the permit, lease, or contract at issue and except for the payment of routine filing fees) in order to obtain any permit, consent, approval, order, waiver or authorization of such a Governmental Authority or third party. (b) . Subject to applicable law relating to Applicable Laws regarding the exchange of information, the Buyer and Seller shall the Company will have the right to review in advance, and shall will consult with the other party on, all the information relating to Seller, the Company and Buyer or the Subsidiaries or BuyerCompany, as the case may be, and any of their respective Affiliates, which that appears in any filing made with, or written materials submitted to, any Governmental Authority or any other third party in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of any permit, consent, approval, order, waiver or authorization of a Governmental Authority or other third party necessary to consummate the transactions contemplated by this Agreement and each party shall keep the other apprised of the status of obtaining any such permit, consent, approval, order, waiver or authorization. The party responsible for a filing shall promptly deliver to the other party evidence of the filing of all applications, notices, petitions and filings relating thereto, and any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each notice, order, opinion and other item of correspondence received from or sent to any Governmental Authority by such filing party in respect of any such application, notice, petition or filing. In exercising the foregoing rights and obligations, Buyer and Seller shall act reasonably and promptly. (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any application, notice, petition or filing made by or on behalf of Buyer, the Company or any of their respective Affiliates to any Governmental Authority in connection with the transactions contemplated by this Agreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality)Agreement. (db) Buyer As soon as reasonably practicable and Seller in any event by the fifth Business Day following the date of this Agreement, the Company shall, and the Principals shall promptly advise cause the Company to, (i) inform the Clients of the transactions contemplated by this Agreement and (ii) deliver to each other upon receiving of them a Client Consent Request. Any Client Consent Request in the form of Exhibit A that is timely delivered to a Client will be a valid Client Consent Request the purposes of this Section 7.5. Prior to the Closing, the Company and the Principals shall use their respective reasonable best efforts to obtain Client Consents from each of the Clients and the New Clients. (c) Promptly following execution of this Agreement, the Company shall use its reasonable best efforts to secure the approvals of the respective boards of trustees of the Mutual Funds with respect to (i) continuing existing advisory and distribution arrangements (including any communication from any Governmental Authority whose permit, consent, approval, order, waiver or authorization is required agreements related to plans of distribution pursuant to Rule 12b-1 under the Investment Company Act) for the Mutual Funds following the consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite permit, consent, approval, order, waiver or authorization will not be obtained or will be materially delayed. (e) Notwithstanding anything to the contrary contained in this Section 6.5 or elsewhere in this Agreement, if any Excluded Consents have not been obtained prior to the earlier of (i) the date by which all other authorizations, filings, notifications, consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been obtained or made, as applicable, and (ii) calling a meeting of shareholders of the date that is sixty Mutual Funds to vote on such of the foregoing matters as may require their approval under Applicable Law or the Mutual Fund Governing Documents and (60iii) days after the date hereof, then pursuant preparation and filing of proxy materials (the “Proxy Statement”) relating to Seller’s written instructions that are provided from time the matters to time thereafter be considered at the foregoing shareholder meeting and the subsequent solicitation of shareholders of the Mutual Funds with respect to the Excluded Consentsmatters to be considered at the aforementioned shareholder meeting, Buyer as soon as reasonably practicable following those approvals. The Company shall also use its reasonable best efforts to secure such approvals or meet such other conditions as may be necessary for the continuation or maintenance of any other current agreements or other arrangements with respect to the Mutual Funds that would terminate or otherwise be materially altered as a result of the consummation of the transactions contemplated by this Agreement. The Company and Seller the Principals covenant and agree that any material provided by the Company or the Mutual Funds that is included in the Proxy Statement, any supplement thereto or any related soliciting materials shall (comply in all material respects with Applicable Law and Buyer shall be accurate and Seller complete and not contain any untrue statement of material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. The Company shall cause their respective Affiliates to) cease their assist, in a manner compliant with Applicable Law, in the solicitation of proxies for the aforementioned shareholder meeting and shall use its best efforts to obtain such Excluded Consents and take such actions as Seller deems necessary to cause (and Seller shall use commercially reasonable efforts to cause to be prepared and filed all necessary documentation to cause) any or all approval of the certificates of public convenience and necessity (or comparable authority) to which such Excluded Consents relate to be terminated on or prior to proposals set forth in the Closing Date. The provisions of Section 6.5(a)(ii) shall apply as well to any consent, approval, order or authorization that may be required to so terminate any and all such certificates of public necessity and convenience (or comparable authority)Proxy Statement.