Common use of Regulatory Matters Clause in Contracts

Regulatory Matters. 9.1 BellSouth shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) The parties hereto shall be responsible for obtaining cooperate with each other and keeping in use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement and the Bank Merger Agreements (including without limitation the Merger and the Bank Merger). Camden, KSB and the Bank shall have the right to review in advance, and to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to either of them, as the case may be required be, and any of their respective subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance Merger, the Bank Merger and the other transactions contemplated by this Agreement and by the Bank Merger Agreements. In exercising the foregoing right, each of its obligations under this Agreementthe parties hereto shall act reasonably and as promptly as practicable. AT&T shall be responsible for The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and keeping in effect authorizations of all Federal Communications Commissionthird parties and Governmental Entities necessary or advisable to consummate the Merger, State Commission, franchise authority the Bank Merger and other regulatory approvals that transactions contemplated by this Agreement and the Bank Merger Agreements and each party will keep the other apprised of the status of matters relating to the completion of all of the transactions contemplated hereby. (b) Camden, KSB, CASI and the Bank 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 required reasonably necessary or advisable in connection with its offering any statement, filing, notice or application made by or on behalf of services Camden, KSB, CASI, the Bank or any of their respective subsidiaries to AT&T end users any Governmental Entity in connection with the Merger, the Bank Merger or the other transactions contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining Agreement and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsiblethe Bank Merger Agreements. 9.2 In (c) Camden, KSB, CASI and the event that BellSouth is required Bank shall promptly furnish each other with copies of written communications received by Camden or KSB, as the case may be, or any of their respective subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any governmental authority to file a tariff or make another similar filing (“Filing”) of the foregoing to, any Governmental Entity in order to implement this Agreementrespect of the Merger, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form Bank Merger and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in other transactions contemplated by this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Bank Merger Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) The Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be responsible for obtaining filed within ten business days of the date hereof) and keeping any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and other regulatory approvals filings, to obtain as promptly as practicable all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers), to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters, to supply as promptly as practicable any additional information and documentary material that may be required requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters and to comply with the terms and conditions of all such Permits, consents, approvals, clearances and authorizations of all such Governmental Entities. Each of SuperMedia and Dex shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to SuperMedia or Dex, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the Parties shall act reasonably cooperate and as promptly as practicable. Each of SuperMedia and Dex shall consult with BellSouth in each other with respect to the obtaining of all Permits, consents, approvals, clearances and maintaining any required approvals for which BellSouth is responsible, authorizations of all third parties and BellSouth shall reasonably cooperate with AT&T in obtaining Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and maintaining any required approvals for which AT&T is responsible. 9.2 In each will keep the event that BellSouth is required other apprised of the status of matters relating to completion of the transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult including promptly furnishing the Other Party with AT&T reasonably in advance copies of notices or other communications received by SuperMedia or Dex, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such Filing about transactions. Notwithstanding the form and substance of such Filingforegoing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided nothing in this Agreement shall be deemed to require Dex or SuperMedia to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permits, consents, approvals, clearances and preserves for AT&T the full benefit authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect on Newco, Dex, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company (a “Materially Burdensome Condition”). In addition, SuperMedia and Dex agree to cooperate and use their reasonable best efforts to prepare and file such petitions and filings, and to obtain such permits, consents, approvals, clearances and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of the rights otherwise provided SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (b) Each of Dex and SuperMedia shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file connection with any tariff statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to implement this Agreement that purports to govern Services and Elements that is inconsistent any Governmental Entity in connection with the rates Mergers and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (c) Each of Dex, the event Merger Subs and SuperMedia shall promptly advise the others upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Approval will not be obtained or other legal action materially affects that the receipt of any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as approval may be required. In materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event that within 24 hours) provide the Other Party with a copy of such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementcommunication.

Regulatory Matters. 9.1 BellSouth (a) The Corporation shall be responsible for obtaining file all such documents, notices and keeping in effect all Federal Communications Commission, State Commissions, franchise authority certificates and other regulatory approvals that take such steps and do such things as may be required necessary under applicable securities laws to permit the issuance of the Common Shares in connection the circumstances contemplated by Section 3.2(a) such that such issuance will comply with the performance prospectus and registration requirements of its obligations under applicable securities laws. (b) Notwithstanding any provision of this Agreement. AT&T shall be responsible for obtaining Agreement to the contrary, in the event a Receiptholder or Beneficial Holder would, upon receipt of any Common Shares issued in accordance with Sections 3.1(d) and keeping in effect all Federal Communications Commission3.2(a), State Commission, franchise authority and other regulatory approvals that may be required in connection together with its offering Investor Affiliates, own or exercise control or direction (or both) over 10% or more of services the Common Shares issued and outstanding immediately following the Acquisition Closing Date, the receipt of such number of Common Shares that would result in such Receiptholder or Beneficial Holder and its Investor Affiliates having ownership of, or control or direction (or both) over, 10% or more of the outstanding Common Shares (the “Excess Common Shares”) will be subject to AT&T end users obtaining all Excess Common Share Approvals prior to the Excess Common Share Final Approval Date. If any Excess Common Share Approval has not by then been granted or obtained, each applicable Receiptholder or Beneficial Holder shall notify the Corporation by no later than the Excess Common Share Final Approval Date of the number of Subscription Receipts held by such holder that would otherwise entitle such holder to receive Excess Common Shares (“Excess Subscription Receipts”), which Excess Subscription Receipts shall (unless otherwise waived by the Corporation) be cancelled immediately prior to the Acquisition Closing Time and such Receiptholder or Beneficial Holder will be entitled to receive the payment contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsibleSection 3.4. 9.2 In (c) Other than any Beneficial Holders who have notified the event that BellSouth is required Corporation to the contrary prior to the date hereof, each Beneficial Holder, by any governmental authority to file acquiring or holding a tariff or make another similar filing beneficial interest in Subscription Receipts (“Filing”) in order to implement this Agreementincluding through CDS and Book- Entry Participants), BellSouth shall (i) consult represents and warrants to the Corporation that the number of Common Shares issuable pursuant to its beneficial holdings of Subscription Receipts will not cause it, together with AT&T reasonably in advance its Investor Affiliates, to have beneficial ownership of, or control or direction over (or both), 10% or more of such Filing about the form Common Shares issued and substance outstanding immediately following closing of such Filingthe Acquisition, and (ii) provide agrees not to AT&T its proposed tariff and obtain AT&T's agreement on take any action prior to the form and substance earlier of such Filing(x) issuance of Common Shares pursuant to the terms of the Subscription Receipts, and (iiiy) take all steps reasonably necessary a Termination Event, that would cause subparagraph (i), above, to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreementbe incorrect. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) The Parties shall be responsible for obtaining cooperate with each other and keeping in use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals, and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (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 third parties or Governmental Entities (collectively, the “Regulatory Approvals”). As soon as practicable after the date of this Agreement (but in no event more than 75 days after the date hereof), Buyer shall prepare and file with the Federal Communications CommissionReserve Board and each other Governmental Entity having jurisdiction all applications and documents required to obtain the Regulatory Approvals (excluding the Regulatory Approvals applicable solely to the Bank Merger), State Commissionsand shall use its reasonable best efforts to obtain each necessary approval of or consent to consummate the Merger. Buyer shall provide CFC with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file such supplements thereto as CFC may reasonably request. Buyer shall provide CFC with copies of all material correspondence received from such Governmental Entities and all material responsive correspondence sent thereto. Buyer and CFC shall have the right to review in advance, franchise authority and each will consult the other regulatory approvals on, in each case subject to applicable laws relating to the confidentiality of information, all other information relating to Buyer or CFC, as the case may be, and any of their respective Subsidiaries, that may be required appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the Parties shall act reasonably cooperate and as promptly as practicable. Each Party shall consult with BellSouth the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other Party and its counsel the opportunity to attend and participate in such meetings and conferences. The Parties shall consult with each other with respect to the obtaining and maintaining any required approvals for which BellSouth is responsibleof all permits, consents, approvals, and BellSouth shall reasonably cooperate with AT&T in obtaining authorizations of all third parties and maintaining any required approvals for which AT&T is responsible. 9.2 In Governmental Entities necessary or advisable to consummate the event that BellSouth is required transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about and each Party will keep the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit other apprised of the rights otherwise provided in status of matters relating to completion of the transactions contemplated by this Agreement. In no event Notwithstanding the foregoing, nothing contained herein shall BellSouth file be deemed to require Buyer, CFC, or any tariff of their respective Subsidiaries to implement this Agreement take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals, and authorizations of third parties or Governmental Entities, that purports the Buyer Board reasonably determines in good faith would have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries (taken as a whole) after giving effect to govern Services the Merger (a “Materially Burdensome Regulatory Condition”). (b) Each of Buyer and Elements that is inconsistent CFC shall, upon request, furnish to the other all information concerning itself and its Subsidiaries, directors, officers, and stockholders, and such other matters as may be reasonably necessary or advisable in connection with the rates applications necessary to obtain the Regulatory Approvals, the Joint Proxy Statement/Prospectus, the Form S-4, or any other statement, filing, notice, or application made by or on behalf of Buyer, CFC, or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (c) Each of Buyer and CFC shall promptly advise the event other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the transactions contemplated by this Agreement, that causes such Party to believe that there is a reasonable likelihood that any final legislativeRegulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or subject to a Materially Burdensome Regulatory Condition. (d) Nothing contained in this Agreement shall give Buyer or CFC, regulatorydirectly or indirectly, judicial the right to control or direct the operations of the other legal action materially affects any material Party prior to the Effective Time. Prior to the Effective Time, subject to Article V, as applicable, Buyer and CFC each shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective business operations. (e) From the date of this Agreement until the Effective Time, each Party shall promptly notify the other Party in writing of any pending or, to the Knowledge of either Party (as the case may be), threatened Action or Order by any Governmental Entity or any other Person (a) challenging or seeking material damages in connection with the Merger or the ability other transactions contemplated by this Agreement or (b) seeking to restrain or prohibit the consummation of AT&T the Merger or BellSouth to perform any material terms of the other transactions contemplated by this Agreement. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiatedeach Party shall, and shall cause their respective Representatives to, cooperate and use reasonable best efforts to contest and resist, except insofar as the Parties shall renegotiate in good faith may otherwise agree, any such mutually acceptable new terms as may be required. In the event Action or Order, including any Action or Order that such new terms are not renegotiated within ninety (90) days after such noticeseeks a temporary restraining order or preliminary injunction that would prohibit, the dispute shall follow the dispute resolution procedures set forth in Section 16 prevent or restrict consummation of the General Terms and Conditions of Merger or the other transactions contemplated by this Agreement.

Regulatory Matters. 9.1 BellSouth (a) VFL and Purchaser shall be responsible for obtaining cooperate and keeping in effect use commercially reasonable efforts to obtain all Federal Communications Commissionconsents, State Commissionsapprovals and agreements of, franchise authority and other regulatory approvals that may be required in connection with to give and make all notices and filings with, any Governmental Entity necessary to authorize, approve or permit the performance consummation of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users the transactions contemplated by this Agreement, the Related Agreements and any other agreements contemplated hereby or thereby, including, without limitation, as set forth on Schedule 3.04 and Schedule 4.04. AT&T shall reasonably cooperate with BellSouth in obtaining Purchaser and maintaining any required approvals for which BellSouth is responsible, VFL will provide each other and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In their counsel the event that BellSouth is required by any governmental authority opportunity to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably review in advance and comment on all such filings with any Governmental Entity. Purchaser and VFL will keep each other informed of such Filing about the form status of matters relating to obtaining the regulatory approvals specified in Schedule 3.04 and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on Schedule 4.04. It is expressly understood by the form and substance of such Filing, and (iii) take all steps reasonably necessary parties hereto that each party hereto shall use commercially reasonable efforts to ensure that representatives of both Purchaser and VFL 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 VFL shall provide each other reasonable advance notice of any such Filing imposes obligations upon BellSouth that are no less favorable than those provided in hearing, proceeding, meeting, conference or similar event. The notice required to be given under this Section 5.04 shall be given to representatives of VFL or Purchaser entitled to receive notices hereunder. (b) VFL and Purchaser shall cooperate and use commercially reasonable efforts to obtain all other approvals and consents to the transactions contemplated by this Agreement and preserves for AT&T the full benefit Related Agreements, including the consents of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be requiredthird parties under Assigned Contracts. In the event and to the extent that VFL is unable to obtain any required approval or consent of non-governmental authorities to any agreement to be assigned to Purchaser hereunder, (i) VFL shall use commercially reasonable efforts in cooperation with Purchaser to (A) provide or cause to be provided to Purchaser the benefits of any such new agreement, (B) cooperate in any arrangement, reasonable and lawful as to VFL and Purchaser, designed to provide such benefits to Purchaser and (C) enforce for the account of Purchaser any rights of VFL arising from such agreements, including the right to elect to terminate in accordance with the terms are not renegotiated within ninety thereof on the advice of Purchaser and (90ii) days after Purchaser shall use commercially reasonable efforts to perform the obligations of VFL arising under such noticeagreements and licenses, to the dispute shall follow the dispute resolution procedures set forth in Section 16 extent that, by reason of the General Terms transactions consummated pursuant to this Agreement or otherwise, Purchaser has control over the resources necessary to perform such obligations. If and Conditions when any such approval or consent shall be obtained or such agreement or license shall otherwise become assignable, VFL shall promptly assign all of this Agreementits rights and obligations thereunder to Purchaser without the payment of further consideration and Purchaser shall, without the payment of any further consideration therefor, assume such rights and obligations and VFL shall be relieved of any and all obligation or liability hereunder.

Regulatory Matters. 9.1 BellSouth (a) The parties hereto shall be responsible for obtaining cooperate with each other and keeping in use all reasonable efforts promptly to prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult with the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company, Parent or Sub, as the case may be required be, which appear in any filing made with or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff status of matters relating to implement this Agreement that purports to govern Services and Elements that is inconsistent with completion of the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreementtransactions contemplated herein. 9.3 In (b) Parent (or Sub as the event that any final legislativecase may be) shall, regulatoryupon request, judicial or furnish the Company with all information concerning themselves, their respective directors, officers and stockholders and such other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms matters as may be required. In reasonably necessary or advisable in connection with the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 Proxy Statement made by or on behalf of the General Terms Company in connection with the Merger and Conditions the other transactions contemplated hereby. (c) Parent (or Sub as the case may be) and the Company shall promptly furnish each other with copies of this Agreementwritten communications received by Parent, Sub or the Company, as the case may be, from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.

Regulatory Matters. 9.1 BellSouth shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is Agensys determines that any regulatory filings for any Compounds or Products are required for any activities hereunder (including any activities under the Research Program), including INDs, BLAs / NDAs, Drug Master Files (DMFs), and other Marketing Authorizations or foreign equivalents (as applicable), then as between the Parties, Agensys shall have the sole right, in its discretion, to obtain such regulatory filings (in a Related Party’s name) and as between the Parties, the Related Party shall be the owner of all such regulatory filings; provided that Ambrx may be responsible at the direction of Agensys, in its sole discretion, for preparing certain subsections of the IND and related technical reports and other documentation in support of the IND for certain Compounds and/or Products. As between the Parties, Agensys or the Related Party shall have the sole right to communicate and otherwise interact with Regulatory Authorities with respect to the Compounds and/or Products (including during the Research Term). For clarity, Ambrx shall have no right to, and shall not, make any regulatory filings related to any Compounds or Products or otherwise interact with any Regulatory Authorities with respect to the Compounds or Products. Notwithstanding the foregoing, Agensys shall provide Ambrx with copies those sections of all filings with Regulatory Authorities that reference Ambrx Know-How or Ambrx Patent Rights, and copies of all material communications to or from Regulatory Authorities that reference Ambrx Know-How or Ambrx Patent Rights, in each case as soon as practicable, but in any event, within twenty (20) Business Days prior to filing or within twenty (20) Business Days of receipt by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth Agensys. Agensys shall (i) consult with AT&T reasonably Ambrx with respect to Ambrx Know-How or Ambrx-Patent Rights incorporated into any filings with Regulatory Authorities and shall incorporate comments from Ambrx in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreementreasonable discretion. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) Promptly after the date of this Agreement, Capital One and Discover shall prepare and file with the SEC the Joint Proxy Statement, and Capital One shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Capital One and keeping Discover, as applicable, shall use reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement. Each of Capital One and Discover shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, and Capital One and Discover shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. Capital One shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Discover shall furnish all information concerning Discover and the holders of Discover Common Stock and Discover Preferred Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to (i) promptly prepare and file all necessary documentation to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings (and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) days of the date of this Agreement), (ii) obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers and the Bank Merger), and comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities and (iii) contest, defend and appeal any action or proceeding by a Governmental Entity (other than a bank regulatory approvals that may be required agency), whether judicial or administrative, challenging this Agreement or the consummation of the Mergers and the transactions contemplated hereby. Capital One and Discover shall have the right to review in advance, and, unless not practicable, each will consult the other on, and give reasonable time to comment on, in each case subject to applicable laws relating to the exchange of information, any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in obtaining advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and maintaining any required approvals for which BellSouth is responsibleparticipate in such meetings and conferences, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority each case subject to file a tariff or make another similar filing (“Filing”) applicable law. As used in order to implement this Agreement, BellSouth the term “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders and approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (i) consult with AT&T reasonably in advance of such Filing about from the form Federal Reserve Board and substance of such Filing, the OCC or (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 3.4 or Section 4.4, that are necessary to consummate the transactions contemplated by this Agreement (including the Mergers and the Bank Merger) or those the failure of which to be obtained would reasonably be expected to have, individually or in the General Terms and Conditions of this Agreementaggregate, a Material Adverse Effect on the Surviving Entity.

Regulatory Matters. 9.1 BellSouth (a) Parent and the Company shall use their commercially reasonable efforts to promptly prepare and file with the SEC within forty-five (45) days after the date of this Agreement, and in any event as soon as reasonably practicable thereafter, the Form S-4, in which the Proxy Statement/Prospectus will be responsible for obtaining included. Each of Parent and keeping the Company shall 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 the Company shall thereafter mail or deliver the Proxy Statement/Prospectus to its shareholders. Parent shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (b) The parties shall reasonably cooperate with each other and use their respective commercially reasonable efforts to promptly prepare all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, and to comply with the terms and conditions of all such permits, consents, approvals, and authorizations of all such third parties or Governmental Entities. Parent shall use its commercially reasonable efforts to make all initial requisite regulatory filings within twenty (20) Business Days of the date hereof, and in any event no later than thirty (30) days following the date hereof (other than any notice to the Federal Communications CommissionReserve under its regulations, State Commissionswhich will be filed in accordance with the timing contemplated by such regulations). The Company and Parent shall have the right to review in advance and, franchise authority to the extent practicable, each will consult the other on, in each case subject to applicable Laws, all the non-confidential information relating to the Company or Parent (excluding any confidential financial information relating to individuals), as the case may be, and other regulatory approvals any of their respective Subsidiaries, that may be required appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties shall act reasonably cooperate and as promptly as practicable. The parties shall consult with BellSouth in each other with respect to the obtaining of all permits, consents, approvals and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In authorizations (collectively the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“FilingApprovals”) in order of all third parties and Governmental Entities necessary or advisable to implement consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement and each party will keep the other reasonably apprised of the status of matters relating to such Approvals and the completion of the Merger, the Bank Merger and the other transactions contemplated by this Agreement, BellSouth . Each party shall (i) consult with AT&T reasonably the other in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided any meeting or conference with any Governmental Entity in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Merger, the Bank Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms (c) Each of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, Parent and the Parties shall renegotiate in good faith Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such mutually acceptable new terms other matters as may be required. In reasonably necessary or advisable in connection with the event that such new terms are not renegotiated within ninety (90) days after such noticeProxy Statement/Prospectus, the dispute shall follow Form S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the dispute resolution procedures set forth Company or any of their respective Subsidiaries to any Governmental Entity in Section 16 connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Parent and the Company agrees, as to itself and its Subsidiaries, that none of the General Terms information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and Conditions each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to the Company’s shareholders and at the time of the Company Special Meeting contain any untrue statement of a 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 under which such statements were made, not misleading. Each of Parent and the Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement/Prospectus, as applicable. (d) Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to have a Material Adverse Effect on Parent (measured on a scale relative to the Company) or a Material Adverse Effect on the Company or materially restrict or impose a material burden on Parent or any of its Subsidiaries (including, after the Effective Time, the Company and its Subsidiaries) in connection with the transactions contemplated hereby or with respect to the business or operation of Parent or any of its Subsidiaries (including, after the Effective Time, the Company and its Subsidiaries) (a “Materially Burdensome Regulatory Condition”). (e) Each of Parent and the Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the Merger, the Bank Merger and the other transactions contemplated by this AgreementAgreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. 9.1 BellSouth (a) SVB Financial and Boston Private shall promptly prepare and file with the SEC, no later than 45 days after the date of this Agreement, the Proxy Statement and SVB Financial shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be responsible included as a prospectus. Each of SVB Financial and Boston Private shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Boston Private shall thereafter mail or deliver the Proxy Statement to its shareholders. In furtherance of the foregoing, each of SVB Financial and Boston Private shall use reasonable best efforts to file all information required by Part III of Form 10-K that is not included in its annual report on Form 10-K for obtaining the fiscal year ended December 31, 2020 by no later than March 19, 2021 (by including such information within either a proxy statement or an amendment to such annual report on Form 10-K). SVB Financial shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and keeping approvals required to carry out the transactions contemplated by this Agreement, and Boston Private shall furnish all information concerning Boston Private and the holders of Boston Private Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (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 third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than 45 days after the date of this Agreement, SVB Financial and Boston Private shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. SVB Financial and Boston Private shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other regulatory approvals in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). SVB Financial and Boston Private shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Boston Private or SVB Financial, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated herein. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event connection therewith that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall contain (i) consult competitively sensitive business or other proprietary information filed under a claim of confidentiality or (ii) confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. § 261.2(c) and as identified in 12 C.F.R. § 309.5(g)(8)) of a Governmental Entity. In furtherance and not in limitation of the foregoing, each party shall use its reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any Governmental Entity with AT&T respect to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing contained herein shall be deemed to require SVB Financial or Boston Private to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to have a material adverse effect on SVB Financial and its Subsidiaries, taken as a whole (measured on a scale relative to Boston Private and its Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”). (c) SVB Financial and Boston Private shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in advance connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of such Filing about SVB Financial, Boston Private or any of their respective Subsidiaries to any Governmental Entity in connection with the form Merger the Bank Merger and substance the other transactions contemplated by this Agreement. Each of such FilingSVB Financial and Boston Private agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the S-4 will, at the time the S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) provide the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to AT&T shareholders and at the time of Boston Private’s meeting of its proposed tariff shareholders to consider and obtain AT&T's agreement on vote upon approval of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the form and substance statements therein, in the light of the circumstances under which such Filingstatement was made, not misleading and (iii) take all steps reasonably any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals will, at the time each is filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to ensure make the statements therein not misleading. Each of SVB Financial and Boston Private further agrees that such Filing imposes obligations upon BellSouth if it becomes aware that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit any information furnished by it would cause any of the rights otherwise provided statements in this Agreement. In no event shall BellSouth file any tariff the S-4 or the Proxy Statement to implement this Agreement that purports be false or misleading with respect to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreementfact, or the ability of AT&T or BellSouth to perform omit to state any material terms of this Agreementfact necessary to make the statements therein not false or misleading, AT&T to promptly inform the other party thereof and to take appropriate steps to correct the S-4 or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this AgreementProxy Statement.

Regulatory Matters. 9.1 BellSouth (a) Golden State shall promptly prepare and file with the SEC the Proxy Statement and shall thereafter mail the Proxy Statement to its stockholders. Golden State shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Bank Merger Agreement, and Parent Holdings shall furnish all information concerning Parent Holdings as may be responsible for obtaining reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and keeping in use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Mergers and the Subsidiary Merger). Each of Parent Holdings and Golden State Commissionsshall have the right to review in advance, franchise authority and to the extent practicable each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Parent Holdings or Golden State, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users 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 (other than pro forma financial information or financial projections) provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other appraised of the rights otherwise provided status of matters relating to completion of the transactions contemplated herein. (c) Each of Parent Holdings and Golden State shall, upon request, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent Holdings, Golden State or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Each of Parent Holdings and Golden State shall promptly furnish the event that other with copies of written communications received by it or any final legislativeof its Subsidiaries, regulatory, judicial Affiliates or other legal action materially affects any material Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or the ability of AT&T or BellSouth to perform delivered by any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions foregoing to, any Governmental Entity in respect of this Agreementthe transactions contemplated hereby.

Regulatory Matters. 9.1 BellSouth (a) The Company shall promptly prepare and file with the SEC the Proxy Statement and Buyer shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be responsible for obtaining included as a prospectus. Each of the Company and keeping in effect Buyer shall use all Federal Communications Commissionreasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, State Commissionsand the Company shall thereafter mail the Proxy Statement to its stockholders. Buyer shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, franchise authority and other regulatory approvals that the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be required reasonably requested in connection with the performance of its obligations under this Agreement. AT&T any such action. (b) The parties hereto shall be responsible for obtaining cooperate with each other and keeping in use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionnotices, franchise authority petitions and other regulatory filings, and to obtain as promptly as practicable all permits, consents, approvals that may be required in connection with its offering and authorizations of services all third parties and Governmental Entities which are necessary or advisable to AT&T end users consummate the transactions contemplated by this Agreement. AT&T The Company and Buyer shall reasonably cooperate with BellSouth have the right to review in obtaining and maintaining any required approvals for which BellSouth is responsibleadvance, and BellSouth shall reasonably cooperate with AT&T to the extent practicable each will consult the other on, in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In each case subject to applicable laws relating to the event that BellSouth is required by any governmental authority exchange of information, all the information relating to file a tariff the Company or make another similar filing (“Filing”) in order to implement this AgreementBuyer, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about as the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filingcase may be, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided any of their respective Subsidiaries, which appears in this Agreement and preserves for AT&T any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the full benefit of the rights otherwise provided in transactions contemplated by this Agreement. In no event exercising the foregoing right, each of the parties hereto shall BellSouth file any tariff act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to implement the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement that purports and each party will keep the other apprised of the status of matters relating to govern Services completion of the transactions contemplated herein. (c) Buyer and Elements that is inconsistent the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the rates Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Buyer, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Buyer and the event that Company shall promptly furnish each other with copies of written communications received by Buyer or the Company, as the case may be, or any final legislativeof their respective Subsidiaries, regulatory, judicial Affiliates or other legal action materially affects any material Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or the ability of AT&T or BellSouth to perform delivered by any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions foregoing to, any Governmental Entity in respect of this Agreementthe transactions contemplated hereby.

Regulatory Matters. 9.1 BellSouth (a) Promptly after the date of this Agreement, Partners and LINK shall prepare and file with the SEC the Joint Proxy Statement and LINK shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. The parties shall use reasonable best efforts to make such filings within sixty (60) days of the date of this Agreement. Each of LINK and keeping Partners shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, and LINK and Partners shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders, as applicable. LINK shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Partners shall furnish all information concerning Partners and the holders of Partners Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and, in the case of the regulatory applications to the Federal Communications CommissionReserve Board, State Commissionsthe FDIC, franchise authority the PDOBS, the DE Bank Commissioner and the VA BFI use their reasonable best efforts to make such filings within sixty (60) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Mergers), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. LINK and Partners shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Partners or LINK, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. As used in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall “Requisite Regulatory Approvals means all regulatory authorizations, consents, orders or approvals (iand the expiration or termination of all statutory waiting periods in respect thereof) consult with AT&T (x) from the Federal Reserve Board, the FDIC, the PDOBS, the DE Bank Commissioner and the VA BFI and (y) set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Mergers, or those the failure of which to be obtained would reasonably be expected to have, individually or in advance of such Filing about the form and substance of such Filingaggregate, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement a Material Adverse Effect on the form Surviving Corporation. (c) Each party shall use its reasonable best efforts to respond to any request for information and substance of such Filingresolve any objection that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided nothing contained in this Agreement shall be deemed to require LINK or Partners or any of their respective Subsidiaries, and preserves for AT&T neither LINK nor Partners nor any of their respective Subsidiaries shall be permitted (without the full benefit written consent of the rights otherwise provided other party), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or Regulatory Agencies that would reasonably be expected to have a material adverse effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger and the Bank Mergers (a “Materially Burdensome Regulatory Condition”). (d) To the extent permitted by applicable law and subject to the terms of Section 9.14 of this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services , LINK and Elements that is inconsistent Partners shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the rates Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of LINK, Partners or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Mergers and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (e) To the event that any final legislative, regulatory, judicial or other legal action materially affects any material extent permitted by applicable law and subject to the terms of Section 9.14 of this Agreement, LINK and Partners shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 approval is required for consummation of the General Terms and Conditions transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of this Agreementany such approval will be materially delayed.

Regulatory Matters. 9.1 BellSouth (a) Promptly after the date of this Agreement, Buyer and AMNB shall prepare and shall file with the SEC the Proxy Statement/Prospectus and Buyer shall file with the SEC a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The Registration Statement shall contain proxy materials relating to the matters to be responsible for obtaining submitted to AMNB shareholders at the AMNB Meeting. Such proxy materials shall also constitute a prospectus relating to the shares of Buyer Common Stock to be issued in the Merger (such proxy statement/prospectus, and keeping any amendments or supplements thereto, the “Proxy Statement/Prospectus”). Buyer and AMNB agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other party and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement/Prospectus. Each of Buyer and AMNB shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and AMNB shall thereafter mail or deliver the Proxy Statement/Prospectus to its shareholders as promptly as practical after the Registration Statement is declared effective under the Securities Act. Buyer shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and AMNB shall furnish all information concerning AMNB and the holders of AMNB Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers), and to comply with the terms and conditions of all such permits, consents, orders, approvals, waivers, non-objections and authorizations of all such Governmental Entities. Buyer and AMNB shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that may be required on, in each case subject to applicable laws relating to the exchange of information, all the information which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement; provided, that AMNB shall not have the right to review portions of material filed by Buyer or Buyer Bank with a Governmental Entity that contain competitively sensitive business information or confidential supervisory information, in which case, to the extent reasonably practicable, the Buyer or Buyer Bank will make appropriate substitute disclosure arrangements to AMNB. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth each other with respect to the obtaining of all permits, consents, orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. As used in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth the term “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, permits, waivers, non-objections, orders and approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (i) consult with AT&T reasonably in advance from the Federal Reserve Board and the BFI of such Filing about the form VSCC, and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 3.5 or Section 4.5 that are necessary to consummate the transactions contemplated by this Agreement (including the Mergers) or those the failure of which to be obtained would reasonably be expected to have, either individually or in the General Terms and Conditions of this Agreementaggregate, a Material Adverse Effect on Buyer, the Surviving Corporation or the Surviving Bank following the Effective Time.

Regulatory Matters. 9.1 BellSouth (a) Banknorth Delaware and TD shall promptly prepare and file with the SEC the Registration Statement (which shall contain therein the Proxy Statement/Prospectus). Each of TD, Banknorth and Banknorth Delaware shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and thereafter Banknorth shall mail the Proxy Statement/Prospectus to its shareholders. If at any time prior to the Effective Time any information relating to any of the parties, or their respective affiliates, officers or directors, should be discovered by any party which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be responsible for obtaining promptly filed with the SEC and keeping in disseminated to the shareholders of Banknorth. (b) Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. The parties shall promptly inform each other regulatory approvals of any material communication from, and shall give the other parties a reasonable opportunity to review in advance any material communication intended to be given by it to, any Governmental Entity regarding any of the transactions contemplated by this Agreement (other than any confidential portion thereof that relates solely to the party receiving such communication from or providing such communication to such Governmental Entity). (c) TD and Banknorth shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be required reasonably necessary or advisable in connection with the performance preparation of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commissionthe Proxy Statement/Prospectus, State Commissionthe Registration Statement or any other statement, franchise authority and other regulatory approvals that may be required filing, notice or application made by or on behalf of TD, Banknorth or any of their respective Subsidiaries to any Governmental Entity in connection with its offering of services to AT&T end users the Mergers and the other transactions contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) MB and TCG shall promptly prepare and use reasonable best efforts to file with the SEC the Joint Proxy Statement and MB shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of MB and keeping TCG shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby, and MB and TCG shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders as promptly as practicable after the S-4 is declared effective. MB shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and TCG shall furnish all information concerning TCG and the holders of TCG Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger (collectively the "Bank Regulatory Applications")), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. MB and TCG shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to TCG or MB, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in obtaining advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and maintaining any required approvals for which BellSouth is responsible, to the extent permitted by such Governmental Entity and BellSouth shall reasonably cooperate customary in connection with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required transactions similar to those contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, nothing contained herein shall be deemed to require MB or TCG to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to have a Material Adverse Effect on, or materially and adversely affect the economic benefits to be realized by, the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (ia "Materially Burdensome Regulatory Condition"). (c) consult MB and TCG shall, upon request, furnish each other with AT&T reasonably in advance of all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps other matters as may be reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided or advisable in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates and Joint Proxy Statement, the S-4 or any other terms and conditions set forth statement, filing, notice or application made by or on behalf of MB, TCG or any of their respective Subsidiaries to any Governmental Entity in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in connection with the transactions contemplated by this Agreement. 9.3 In (d) MB and TCG shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the event transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementdelayed.

Regulatory Matters. 9.1 BellSouth (a) Purchaser and each Seller shall (i) take, or cause to be responsible for taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that any third party consent which may be required to be obtained in connection with the performance of its obligations under this Agreement. AT&T shall transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be responsible for obtaining and keeping in effect all Federal Communications Commissionobtained by Sellers or Purchaser, State Commissionrespectively, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users the transactions contemplated by this Agreement. AT&T The parties hereto shall reasonably cooperate with BellSouth in obtaining each other and maintaining any required approvals for which BellSouth is responsiblepromptly prepare and file all necessary documentation, and BellSouth shall reasonably cooperate with AT&T in obtaining to effect all applications, notices, petitions and maintaining any required filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals for and authorizations of all third parties and Governmental Entities which AT&T is responsible. 9.2 In are necessary or advisable to consummate the event that BellSouth is required transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement. Purchaser and Sellers shall have the right to review in advance and, BellSouth to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) consult with AT&T reasonably in advance of such Filing about the form supersede this Section 6.1 and substance of such Filing, (ii) provide apply with respect to AT&T its proposed tariff all consents necessary under management, advisory, sub-advisory and obtain AT&T's agreement on the form similar contracts of Company and substance of Company Subsidiary). (b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such Filing, and (iii) take all steps other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided any Governmental Entity in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) Each of the parties hereto shall use their respective reasonable best efforts to (i) take, or cause to be responsible for taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals any third-party consent or waiver that may be required to be obtained in connection with the performance transactions contemplated hereby, and, subject to the conditions set forth in Article VI, to consummate the transactions contemplated hereby (including actions required in order to effect the Subsidiary Merger simultaneously with the Effective Time and to continue any contract or agreement of its obligations Seller or Seller Sub following Closing or to avoid any penalty or other fee under this Agreement. AT&T shall be responsible for obtaining such contracts and keeping agreements, in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required each case arising in connection with its offering the transactions contemplated hereby) and (ii) subject to the conditions set forth in Article VI, obtain (and assist and cooperate with the other party in obtaining) any permit, consent, waiver, approval and authorization of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement, including the Mergers. The parties hereto shall cooperate with each other and prepare and file, as promptly as possible after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, waivers, approvals and authorizations of services all third parties and Governmental Entities that are necessary or advisable to AT&T end users consummate the transactions contemplated by this Agreement. AT&T Each of the parties shall reasonably cooperate with BellSouth in obtaining and maintaining use their reasonable best efforts to resolve any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event objections that BellSouth is required may be asserted by any governmental authority Governmental Entity with respect to file a tariff this Agreement or make another similar filing (“Filing”) the transactions contemplated by this Agreement. Notwithstanding anything set forth in order to implement this Agreement, BellSouth under no circumstances shall a party be required, and Seller and Seller Sub shall not be permitted (without Acquiror’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, waivers, approvals and authorizations, that would have, or would be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect or an Acquiror Material Adverse Effect, as the case may be (including, for the avoidance of doubt, any determination by a Governmental Entity that the Subsidiary Merger may not be consummated as contemplated herein, including simultaneously with the Effective Time); provided, that, if requested by Acquiror, then Seller and Seller Sub will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Seller and Seller Sub only in the event the Closing occurs. (b) Subject to applicable Laws relating to the exchange of information, Acquiror and Seller shall, upon request, furnish each other with all information concerning Acquiror, Seller, Acquiror Sub and the Subsidiaries and their respective directors, officers and stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Acquiror, Seller, Acquiror Sub and Seller Sub to any 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. (c) Subject to applicable Laws (including those relating to the exchange of information), Seller and Acquiror shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Laws, the parties shall (i) consult promptly furnish each other with AT&T reasonably in advance copies of such Filing about notices or other communications received by the form and substance other party (or written summaries of such Filingcommunications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, (ii) provide the other party a reasonable opportunity to AT&T its review in advance, and accept the reasonable comments of the other party in connection with, any proposed tariff and obtain AT&T's agreement on the form and substance of such Filingcommunication to, including any filings with or other written materials submitted to, any Governmental Entity, and (iii) take all steps reasonably necessary consider in good faith the other party’s views with respect to, and confer in good faith with the other party to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T resolve, any disagreement as to strategy with respect to any communication by the full benefit of other party with any Governmental Entity or third party relating to the rights otherwise provided in transactions contemplated by this Agreement. In no event The parties shall BellSouth file not, and shall cause their respective subsidiaries to not, participate in any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent meeting or substantive discussion, either in person or by telephone, with any Governmental Entity in connection with the rates proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by applicable Laws, gives the other party the opportunity to attend and other terms and conditions set forth in this Agreement unless participate. Any such rate disclosures or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth rights to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as participate may be required. In made on an outside counsel-only basis to the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementextent required under applicable Laws.

Regulatory Matters. 9.1 BellSouth (a) The parties hereto shall promptly cooperate with each other in the preparation and filing of the Proxy Statement relating to the meeting of shareholders of Seller to be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required in connection with the performance held pursuant to Section 5.2 of its obligations under this Agreement. AT&T Each of Buyer and Seller shall be responsible use its reasonable best efforts to have the Proxy Statement approved for obtaining mailing in definitive form as promptly as practicable and keeping in thereafter Seller shall promptly mail to its shareholders the Proxy Statement. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within 45 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionnotices, franchise authority petitions and other regulatory filings, and to obtain as promptly as practicable all permits, consents, approvals that may be required in connection with its offering and authorizations of services all Governmental Entities and third parties which are necessary or advisable to AT&T end users consummate the transactions contemplated by this Agreement. AT&T Buyer and Seller shall reasonably cooperate with BellSouth have the right to review in obtaining and maintaining any required approvals for which BellSouth is responsibleadvance, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In to the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) extent practicable each will consult with AT&T reasonably the other on, in advance each case subject to applicable laws relating to the exchange of such Filing about information, all the form and substance of such Filing, (ii) provide information which appears in any filing made with or written materials submitted to AT&T its proposed tariff and obtain AT&T's agreement on any third party or any Governmental Entity in connection with the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in transactions contemplated by this Agreement. In no event exercising the foregoing right, each of the parties hereto shall BellSouth file any tariff act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to implement the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The parties hereto agree that purports they will use their reasonable best efforts to govern Services and Elements that is inconsistent with cause the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this AgreementClosing Date to occur by September 30, 2001. 9.3 In (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective Subsidiaries, directors and officers, the event that any final legislative, regulatory, judicial or shareholders of Seller and such other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms matters as may be required. In reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Buyer, Buyer Bank, Merger Sub, Seller or Seller Bank to any Governmental Entity in connection with the event that such new terms are not renegotiated within ninety transactions contemplated hereby. (90d) days after such noticeBuyer and Seller shall promptly furnish each other with copies of written communications received by Buyer or Seller, as the dispute shall follow the dispute resolution procedures set forth in Section 16 case may be, or any of their respective Subsidiaries from, or delivered by any of the General Terms and Conditions foregoing to, any Governmental Entity in respect of this Agreementthe transactions contemplated hereby.

Regulatory Matters. 9.1 BellSouth shall (i) There are no pending, or to the Knowledge of Capital One, threatened disputes or controversies (including with respect to capital requirements) as of the date hereof between Capital One or any of its Affiliates and any Governmental Authority (or any capital plan, supervisory agreement or order with any Governmental Authority entered into or binding upon Capital One or any of its Affiliates) that (A) would reasonably be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required in connection with the performance of expected to prevent Capital One from being able to perform its obligations under this AgreementAgreement or (B) would reasonably be expected to impair the validity or consummation of this Agreement or the transactions contemplated hereby. AT&T shall be responsible for obtaining As of the date hereof, (x) neither Capital One nor any of its Affiliates has received any indication from any Governmental Authority that such Governmental Authority will oppose the transactions contemplated hereby and keeping in effect all Federal Communications Commission(y) neither Capital One nor any of its Affiliates expects any state or federal bank regulator with supervisory jurisdiction over Capital One to oppose the transactions contemplated hereby. As of the date hereof, State Commissionneither Capital One nor any of its Affiliates is subject to any cease-and-desist or other similar order or enforcement action issued by, franchise authority and other regulatory approvals or is a party to any written agreement, consent agreement or memorandum of understanding with, any Governmental Authority or is a party to any commitment letter or similar undertaking that may be required in connection with its offering prohibits the consummation of services to AT&T end users this Agreement or the transactions contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsiblehereby. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide Capital One was rated at least satisfactory following its most recent CRA examination by the regulatory agency responsible for its supervision prior to AT&T the date hereof. Neither Capital One nor any of its proposed tariff Affiliates has received any written notice prior to the date hereof of any planned or threatened objection by any banking community group to the transactions contemplated hereby. As of the date hereof, both currently and obtain AT&T's agreement after giving effect to the transactions contemplated hereby (on the form a pro forma basis): (A) Capital One is and substance of such Filing, will be at least “well-capitalized” (as that term or any replacement term therefor is defined from time to time in regulations applicable to Capital One’s capital); and (iiiB) take Capital One meets all steps reasonably necessary capital requirements, standards and ratios required by each state or federal bank regulator with jurisdiction over Capital One, including any such higher requirement, standard or ratio as applied to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate Capital One by state or other terms and conditions are more favorable than those set forth in this Agreementfederal bank regulator. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) Parent and the Company shall promptly prepare, and Parent shall file with the SEC, the S-4 (not later than sixty (60) days following the date of this Agreement), in which the Proxy Statement will be responsible included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective for obtaining so long as necessary to consummate the transactions contemplated by this Agreement, and keeping the Company shall thereafter as promptly as practicable mail or deliver the Proxy Statement to its shareholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file, or cause to be prepared and filed, all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Regulatory Agencies and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (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 Regulatory Agencies and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. Parent and the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. Parent and the Company shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Filing about Governmental Entity, give the form other party and/or its counsel the opportunity to attend and substance of participate in such Filing, (ii) provide meetings and conferences and provided that each party shall promptly advise the other party with respect to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth substantive matters that are no less favorable than those provided addressed in any meeting or conference with any Governmental Entity which the other party does not attend or participate in, to the extent permitted by such Governmental Entity and applicable law. (c) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall use its reasonable best efforts to resolve any objection that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent or the Company to take any action, or commit to take any action, or agree to any condition or restriction that would reasonably be expected to have a Material Adverse Effect on Parent and preserves for AT&T its Subsidiaries, taken as a whole, after giving effect to the full benefit of Merger (measured on a scale relative to the rights otherwise provided Company and its Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”). (d) Parent and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Proxy Statement, the S-4 and any other terms statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and conditions set forth in this Agreement unless such rate or the other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (e) To the event extent permitted by applicable law, Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals (and the ability expiration or termination of AT&T or BellSouth all statutory waiting periods in respect thereof) from (i) the Federal Reserve Board, the Office of the Comptroller of the Currency and the Tennessee Department of Financial Institutions (ii) any other approvals set forth in Sections 3.4 and 4.4 that are necessary to perform any material terms of consummate the transactions contemplated by this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following including the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, Merger and the Parties shall renegotiate Bank Merger, or those other authorizations, consents, orders or approvals the failure of which to be obtained would reasonably be expected to have, either individually or in good faith such mutually acceptable new terms the aggregate, a Material Adverse Effect on Parent and its Subsidiaries, taken as may be required. In a whole, after giving effect to the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this AgreementMerger.

Regulatory Matters. 9.1 BellSouth (a) Rockville and United shall cooperate with each other and use their reasonable best efforts to promptly prepare and file with the SEC, no later than 30 days after the date of this Agreement, the Joint Proxy Statement and Rockville shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible included as a prospectus. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for obtaining amendments or supplements to the Joint Proxy Statement or the S-4 or for additional information and keeping shall supply each other with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the S-4 or the Merger. Each of Rockville and United shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing. Rockville and United shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. Rockville shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and United shall furnish all information concerning United and the holders of United Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly (and in the case of the Bank Regulatory Applications, as defined below, within 30 days of the date of this Agreement) prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger and the Bank Merger (collectively the “Bank Regulatory Applications”)), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Rockville and United shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to United or Rockville, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of such Filing about any meeting or conference with any Governmental Entity in connection with the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T to the full benefit extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Rockville or United to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to have a Material Adverse Effect on the rights otherwise provided Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). (c) Subject to applicable law relating to the exchange of information, Rockville and United shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Rockville, United or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Rockville and United shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the event transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislativeRequisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed. (e) In furtherance and not in limitation of the foregoing, regulatoryeach of United and Rockville shall use its reasonable best efforts to, judicial and cause its Subsidiaries to use reasonable best efforts to, (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other legal action materially affects any material terms of this Agreementorder, whether temporary, preliminary or permanent, that would restrain, prevent or delay the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiatedClosing, and (ii) avoid or eliminate each and every impediment under any applicable law, rule or regulation so as to enable the Parties Closing to occur as soon as possible; provided, however, that nothing contained in this Agreement shall renegotiate require United or Rockville to take any actions specified in good faith such mutually acceptable new terms as may this Section 6.1(e) that would reasonably be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth expected to constitute or result in Section 16 of the General Terms and Conditions of this Agreementa Materially Burdensome Regulatory Condition.

Regulatory Matters. 9.1 BellSouth (a) Promptly after the date of this Agreement, First Horizon and IBKC shall prepare and file with the SEC the Joint Proxy Statement, and First Horizon shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible included as a prospectus. First Horizon and IBKC, as applicable, shall use reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement. Each of First Horizon and IBKC shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings and to keep the S-4 effective for obtaining so long as necessary to consummate the transactions contemplated by this Agreement, and keeping First Horizon and IBKC shall thereafter as promptly as practicable mail or deliver the Joint Proxy Statement to their respective shareholders. First Horizon shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and IBKC shall furnish all information concerning IBKC and the holders of IBKC Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings (and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (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 Regulatory Agencies and Governmental Entities. First Horizon and IBKC shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case, subject to applicable laws relating to the exchange of information, all the information relating to IBKC or First Horizon, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth each other with respect to obtaining all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth and each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; and provided, that each party shall promptly advise the other party with respect to substantive matters that are addressed in any meeting or conference with any Governmental Entity in connection with or affecting the transactions contemplated by this Agreement which the other party does not attend or participate in, to the extent permitted by such Governmental Entity and subject to applicable law and Section 9.14. As used in this Agreement, the term “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders and approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (i) consult with AT&T reasonably from the Federal Reserve Board (in advance respect of such Filing about the form Merger and substance the Bank Merger), the Tennessee Department of such FilingFinancial Institutions and the Louisiana Office of Financial Institutions, or (ii) provide referred to AT&T its proposed tariff in Section 3.4 or Section 4.4 that are necessary to consummate the transactions contemplated by this Agreement (including the Merger and obtain AT&T's agreement the Bank Merger), except for any such authorizations, consents, orders or approvals the failure of which to be obtained would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this AgreementSurviving Entity. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) Bank of America and FleetBoston shall promptly prepare and file with the SEC the Joint Proxy Statement and Bank of America shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of Bank of America and keeping FleetBoston shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and FleetBoston and Bank of America shall thereafter mail or deliver the Joint Proxy Statement to its respective shareholders. Bank of America shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and FleetBoston shall furnish all information concerning FleetBoston and the holders of FleetBoston Capital Stock as may be reasonably requested in connection with any such action. (b) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. FleetBoston and Bank of America shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to FleetBoston or Bank of America, as the case may be required be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth as promptly as practicable. The parties shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff status of matters relating to implement this Agreement that purports to govern Services and Elements that is inconsistent with completion of the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (c) Each of Bank of America and FleetBoston shall, upon request, furnish to the event that any final legislativeother all information concerning itself, regulatoryits Subsidiaries, judicial or directors, officers and shareholders and such other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms matters as may be required. In reasonably necessary or advisable in connection with the event that such new terms are not renegotiated within ninety (90) days after such noticeJoint Proxy Statement, the dispute shall follow Form S-4 or any other statement, filing, notice or application made by or on behalf of Bank of America, FleetBoston or any of their respective Subsidiaries to any Governmental Entity in connection with the dispute resolution procedures set forth in Section 16 of Merger and the General Terms and Conditions of other transactions contemplated by this Agreement. (d) Each of Bank of America and FleetBoston shall promptly advise the other upon receiving any communication from any Governmental Entity consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. 9.1 BellSouth (a) Buyer shall promptly prepare and file with the SEC the Form S-4. Buyer shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Seller shall promptly prepare and thereafter mail or deliver the Proxy Statement to its shareholders. Buyer shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Seller shall furnish all information concerning Seller and the holders of Seller Common Stock as may be responsible for obtaining reasonably requested in connection with any such action. (b) The Parties shall cooperate with each other and keeping in use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Seller, Buyer and Buyer Bank shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Seller, Buyer or Buyer Bank, as the case may be, and any of their respective Subsidiaries, that may be required appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the Parties shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth as promptly as practicable. The Parties shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each Party will keep the full benefit other apprised of the rights otherwise provided in status of matters relating to completion of the transactions contemplated by this Agreement. In no event Notwithstanding the foregoing, nothing contained herein shall BellSouth file be deemed to require Buyer to take any tariff action, or commit to implement this Agreement take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that purports would reasonably be expected to govern Services have a Material Adverse Effect (measured on a scale relative to Seller) on either Buyer or Seller (a “Materially Burdensome Regulatory Condition”). (c) Each of Buyer and Elements that is inconsistent Seller shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the rates Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Buyer, Seller or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Each of Buyer, Buyer Bank and Seller shall promptly advise the event other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any final legislativeBuyer Requisite Regulatory Approval or Seller Requisite Regulatory Approval, regulatoryrespectively, judicial will not be obtained or other legal action materially affects that the receipt of any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as approval may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementmaterially delayed.

Regulatory Matters. 9.1 BellSouth shall (a) For the purposes of holding the 1st United Shareholders Meeting and the Valley Shareholders Meeting (each as defined in Section 5.7) and qualifying under applicable federal and state securities laws the Valley Common Stock to be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required issued to 1st United shareholders in connection with the performance Merger, as soon as practicable, but in no event later than forty-five (45) days, following the date of its obligations under this Agreement), the parties shall (i) jointly prepare, and Valley shall file with the SEC, a Registration Statement on Form S-4, including a prospectus and (ii) jointly prepare, and 1st United shall file with the SEC, a proxy statement, satisfying all applicable requirements of applicable state and federal laws, including the Securities Act, the Exchange Act and applicable state securities laws and the rules and regulations thereunder (such proxy statement and prospectus in the form mailed by 1st United to its shareholders together with any and all amendments or supplements thereto, being herein referred to as the “Joint Proxy Statement-Prospectus” and the various documents to be filed by Valley under the Securities Act with the SEC to register the Valley Common Stock for sale, including the Joint Proxy Statement-Prospectus, are referred to herein as the “Registration Statement”). AT&T Prior to the filing of the Joint Proxy Statement-Prospectus and the Registration Statement, each party shall be responsible for obtaining consult with the other party with respect to such filings and keeping shall afford the other party and their Representatives reasonable opportunity to comment thereon. (b) Each party shall furnish to the other party with such information concerning itself and its Affiliates as is necessary in effect all Federal Communications Commissionorder to cause the Joint Proxy Statement-Prospectus and Registration Statement to comply with Section 5.6(a) hereof. Each party agrees promptly to advise the other party if at any time prior to the Effective Time, State Commission, franchise authority any information provided by such party in the Joint Proxy Statement-Prospectus or Registration Statement becomes incorrect or incomplete in any material respect and promptly to provide the information needed to correct such inaccuracy or omission. Each party shall promptly furnish to the other regulatory approvals that party such supplemental information as may be required necessary in order to cause the Joint Proxy Statement-Prospectus or Registration Statement to comply with Section 5.6(a). The information relating to a party to be provided for inclusion or incorporation by reference in the Joint Proxy Statement-Prospectus or Registration Statement, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. (c) Valley shall as promptly as practicable make such filings, if any, as are necessary in connection with its the offering of services the Valley Common Stock with applicable state securities agencies and shall use all reasonable efforts to AT&T end users qualify the offering of such stock under applicable state securities laws at the earliest practicable date. 1st United shall promptly furnish Valley with such information regarding 1st United shareholders as Valley requires to enable it to determine what filings are required hereunder. 1st United authorizes Valley to utilize in such filings the information concerning 1st United and FUB provided to Valley in connection with, or contained in, the Joint Proxy Statement-Prospectus. Valley shall furnish 1st United’s counsel with copies of all such filings and keep 1st United advised of the status thereof. Each of Valley and 1st United shall promptly notify the other of all communications, oral or written, with the SEC concerning the Registration Statement and the Joint Proxy Statement-Prospectus. (d) Valley shall cause the Valley Common Stock issuable pursuant to the Merger, to be listed on the NYSE at the Effective Time. (e) The parties hereto will cooperate with each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement as soon as possible, including, without limitation, those required by the OCC, the FDIC, the FRB, the OFR and the Florida Department of State. The parties shall each have the right to review in advance and comment on all information relating to the other, as the case may be, which appears in any filing made with, or written material submitted to, any third party or governmental body in connection with the transactions contemplated by this Agreement. AT&T Valley and VNB shall reasonably cooperate with BellSouth in obtaining use their best efforts to cause their applications to the OCC and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority FRB to file a tariff or make another similar filing be filed within thirty (“Filing”30) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit days of the rights otherwise provided in date of this Agreement. In no event 1st United shall BellSouth file any tariff cooperate with Valley to implement this Agreement that purports provide all information requested in writing by Valley to govern Services complete such application within ten (10) days of request from Valley. Valley shall provide to 1st United drafts of all filings and Elements that is inconsistent with the rates and other terms and conditions set forth applications referred to in this Agreement unless such rate or other terms Section 5.6(e) and conditions are more favorable than those set forth in this Agreementshall give 1st United the opportunity to comment thereon prior to their filing. 9.3 In (f) Each of the event that parties will promptly furnish each other with copies of written communications received by them or any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreementtheir respective Subsidiaries from, or the ability of AT&T or BellSouth to perform delivered by any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions foregoing to, any Governmental Entity in respect of this Agreementthe transactions contemplated hereby.

Regulatory Matters. 9.1 BellSouth (a) Buyer and Target shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be responsible for obtaining included as a proxy statement/prospectus. Each of Buyer and keeping Target shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Target shall thereafter mail or deliver the Proxy Statement to its shareholders. Buyer shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Target shall furnish all information concerning Target and the holders of Target Common Stock as may be reasonably requested in connection with any such action. (b) The Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Target and Buyer shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Target or Buyer, as the case may be, and any of their respective Subsidiaries, that may be required appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the Parties shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth as promptly as practicable. The Parties shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each Party will keep the full benefit other apprised of the rights otherwise provided in status of matters relating to completion of the transactions contemplated by this Agreement. In no event Notwithstanding the foregoing, nothing contained herein shall BellSouth file be deemed to require Buyer to take any tariff action, or commit to implement this Agreement take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that purports would reasonably be expected to govern Services have a Material Adverse Effect (measured on a scale relative to Target) on either Buyer or Target (a “Materially Burdensome Regulatory Condition”). (c) Each of Buyer and Elements that is inconsistent Target shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the rates Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Buyer, Target or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Each of Buyer and Target shall promptly advise the event other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any final legislativeBuyer Requisite Regulatory Approval or Target Requisite Regulatory Approval, regulatoryrespectively, judicial will not be obtained or other legal action materially affects that the receipt of any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as approval may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementmaterially delayed.

Regulatory Matters. 9.1 BellSouth (a) Subject to Company’s expeditious and complete cooperation with Purchaser, within 60 days after the date of this Agreement, Purchaser shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be responsible for obtaining included as a prospectus. Purchaser shall 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 keeping Company shall thereafter mail or deliver the Proxy Statement to Company shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action. (b) The parties shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and other regulatory filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (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 third parties or Governmental Entities. Purchaser Bank will prepare and file an Interagency Bank Merger Act Application with the OCC within 60 days after the date of this Agreement and provide a copy of such application to the Ohio Division of Financial Institutions. Each of Company and Purchaser shall have the right to review in advance, subject to applicable Laws, all of the information relating to Company or Purchaser, as the case may be required be, and its respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. AT&T In exercising the foregoing, each of the parties shall be responsible for act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and keeping in effect authorizations of all Federal Communications Commission, State Commission, franchise authority third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other regulatory approvals that may be required in connection with its offering apprised of services the status of matters relating to AT&T end users completion of the transactions contemplated by this Agreement. AT&T Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsiblebe expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. 9.2 In (c) Each of Purchaser and Company shall, upon request, furnish to the event that BellSouth is required other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any governmental authority of their respective Subsidiaries to file a tariff or make another similar filing (“Filing”) any Governmental Entity in order to implement connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, BellSouth shall as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) consult with AT&T reasonably in advance the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of such Filing about a material fact or omit to state any material fact required to be stated therein or necessary to make the form statements therein not misleading and substance of such Filing, (ii) provide the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to AT&T its proposed tariff shareholders and obtain AT&T's agreement on at the form and substance time of such Filingthe Company Shareholders’ Meeting, and (iii) take all steps reasonably contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided make the statements therein, in this Agreement and preserves for AT&T the full benefit light of the rights otherwise provided circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in this Agreement. In no event the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (d) Each of Purchaser and Company shall BellSouth file promptly advise the other upon receiving any tariff to implement communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that purports causes such party to govern Services and Elements believe that there is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action materially affects that the receipt of any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as approval may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementmaterially delayed.

Regulatory Matters. 9.1 BellSouth (a) Washington Mutual and Dime shall promptly prepare and file with the SEC the Proxy Statement/Prospectus and the S-4. Each of Washington Mutual and Dime shall use reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Dime shall thereafter mail the Proxy Statement/ Prospectus to its stockholders. (b) Dime acknowledges that Washington Mutual desires to cause at or promptly following the Effective Time the merger (the "Second Merger") of Dime Savings Bank with and into one of Washington Mutual's wholly owned depository institution Subsidiaries to be responsible for obtaining selected by Washington Mutual. (c) Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and keeping in use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Second Merger) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. (d) Washington Mutual and Dime shall, upon request, furnish each other regulatory approvals that with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be required reasonably necessary or advisable in connection with the performance Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications CommissionWashington Mutual, State Commission, franchise authority and other regulatory approvals that may be required Dime or any of their respective Subsidiaries to any Governmental Entity in connection with its offering of services to AT&T end users the Merger and the other transactions contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth (e) Washington Mutual and Dime shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff which causes such party to implement this Agreement believe that purports to govern Services and Elements that there is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event a reasonable likelihood that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety Requisite Regulatory Approval (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth defined in Section 16 8.1(c) below) will not be obtained or that the receipt of the General Terms and Conditions of this Agreementany such approval will be materially delayed or conditioned.

Regulatory Matters. 9.1 BellSouth (a) Seasons shall be responsible for obtaining promptly prepare and keeping file with the SEC the Proxy Statement. Seasons shall use its reasonable best efforts to respond as promptly as practicable after such filing to any SEC comments thereon and will make additional filings in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals connection therewith that may be required necessary and advisable in connection with the performance Seasons Stockholders Meeting (as hereinafter defined), and thereafter to mail the Proxy Statement to its stockholders. (b) Subject to the other provisions of its obligations under this Agreement. AT&T , the parties hereto shall be responsible for obtaining cooperate with each other and keeping in use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionnotices, franchise authority petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. (c) Parent and Seasons shall, upon request, furnish each other regulatory approvals that with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be required reasonably necessary or advisable in connection with its offering the preparation of services the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parent, Seasons or any of their respective Subsidiaries to AT&T end users any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In (d) Seasons acknowledges and agrees that Parent intends to cause Seasons, as the event Surviving Company, to merge with and into Parent and to have Seasons Bank merged with and into Cadence Bank immediately after the Effective Time. Seasons agrees that BellSouth is required by any governmental authority its obligations pursuant to file a tariff or make another similar filing (“Filing”) in order this Section 6.1 include an obligation to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide use its reasonable best efforts to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably actions necessary to ensure that cause the National Bank Merger to be consummated at such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreementtime. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) The Company and Buyer shall promptly prepare and file with the SEC Proxy Statements (the "Joint Proxy Statement") and Buyer shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of the Company and keeping Buyer shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the Company and Buyer shall thereafter mail the Joint Proxy Statement to each of its respective stockholders. Buyer shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Bank Merger Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Subsidiary Merger) (it being understood that any amendments to the S-4 or a resolicitation of proxies as consequence of a subsequent proposed merger, stock purchase or similar acquisition by Buyer or any of its Subsidiaries shall not violate this covenant). The Company and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Buyer, as the case may be required be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided status of matters relating to completion of the transactions contemplated herein. (c) Buyer and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Buyer, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Buyer and the event that Company shall promptly furnish each other with copies of written communications received by Buyer or the Company, as the case may be, or any final legislativeof their respective Subsidiaries, regulatory, judicial Affiliates or other legal action materially affects any material Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or the ability of AT&T or BellSouth to perform delivered by any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions foregoing to, any Governmental Entity in respect of this Agreementthe transactions contemplated hereby.

Regulatory Matters. 9.1 BellSouth (a) As soon as practicable, and in any event within twenty (20) Business Days after the date hereof, each of the parties hereto shall file any Notification and Report Forms and related material required to be responsible for obtaining filed by it with the Federal Trade Commission and keeping in effect all Federal Communications Commission, State Commissions, franchise authority the Antitrust Division of the United States Department of Justice under the HSR Act and other regulatory approvals any similar required competition law filings under the laws of any foreign jurisdiction with respect to the transactions contemplated by this Agreement and shall promptly make any further filings pursuant thereto that may be required necessary, proper or advisable. (b) As soon as practicable, and in any event within twenty (20) Business Days after the date hereof, each of the parties hereto shall make, and shall cause its Subsidiaries to make, all necessary filings with or applications to any Governmental Authority that has issued a Xxxxxx Permit with respect to the transactions contemplated by the Transaction Agreements, including any necessary applications to the FCC for its consent to the transactions contemplated hereby with respect to the Xxxxxx FCC Licenses (the "FCC Consent Application"). (c) The parties shall: (i) use their reasonable best efforts to obtain prompt termination of any waiting period under the HSR Act (including any extension of the initial thirty (30) day waiting period with respect to the purchase and sale of the Shares and the Transactions); (ii) furnish to the other parties such information and assistance as such parties reasonably may request in connection with the performance preparation of its obligations any submissions to, or agency proceedings by, any Governmental Authority under this Agreement. AT&T shall be responsible any Antitrust Law; (iii) keep the other parties promptly apprised of any communications with, and inquiries or requests for obtaining information from, such Governmental Authorities; (iv) permit the other parties to review any material communication given by it to, and keeping consult with the other parties in effect all Federal Communications Commissionadvance of any meeting or conference with, State Commissionany such Governmental Authority or, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users contemplated any proceeding by this Agreement. AT&T shall reasonably cooperate a private party, with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsibleother Person, and BellSouth shall reasonably cooperate with AT&T to the extent permitted by such applicable Governmental Authority or other Person, give the other parties the opportunity to attend and participate in obtaining such meetings and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, conferences; and (iiiv) take all steps reasonably necessary use their reasonable best efforts to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T cause the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in Sections 10.1(a), 10.1(b), 10.3(e) and 10.3(f) of this Agreement unless to be satisfied (including, in the case of Sections 10.3(e) and (f), to the extent the Closing is effected notwithstanding the failure of such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In to be satisfied, using their reasonable best efforts to cause such conditions to be satisfied as promptly as practicable following Closing). For the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms purposes of this Agreement, or "Antitrust Law" means the ability of AT&T or BellSouth to perform any material terms of this AgreementXxxxxxx Act, AT&T or BellSouth mayas amended, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiatedXxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 purpose or effect of the General Terms and Conditions monopolization or restraint of this Agreementtrade or lessening of competition through merger or acquisition.

Regulatory Matters. 9.1 BellSouth (a) Promptly after the date of this Agreement, Columbia and Umpqua shall prepare and file with the SEC the Joint Proxy Statement and Columbia shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. The parties shall use reasonable best efforts to make such filings within thirty (30) business days of the date of this Agreement. Each of Columbia and keeping Umpqua shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, and Columbia and Umpqua shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. Columbia shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Umpqua shall furnish all information concerning Umpqua and the holders of Umpqua Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings (and in the case of applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) business days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers 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. Columbia and Umpqua shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Umpqua or Columbia, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in obtaining advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and maintaining any required approvals for which BellSouth is responsibleparticipate in such meetings and conferences, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority each case subject to file a tariff or make another similar filing (“Filing”) applicable law. As used in order to implement this Agreement, BellSouth shall “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (iand the expiration or termination of all statutory waiting periods in respect thereof) consult with AT&T reasonably in advance of such Filing about (x) from the form Federal Reserve Board and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, FDIC and (iiiy) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms Sections 3.4 and conditions 4.4 that are more favorable than those set forth in this Agreement. 9.3 In necessary to consummate the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of transactions contemplated by this Agreement, or including the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, Mergers and the Parties shall renegotiate Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such noticeaggregate, a Material Adverse Effect on the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this AgreementSurviving Corporation.

Regulatory Matters. 9.1 BellSouth Each Purchaser shall be responsible for obtaining prepare and keeping in file all necessary documentation to effect all applications, notices, petitions and filings to obtain as promptly as practicable all permits, consents, orders, approvals, waivers, non-objections and authorizations of the Federal Communications CommissionReserve, State Commissionsthe Bureau of Financial Institutions of the VSCC or other governmental authority which are necessary or advisable to consummate the transactions contemplated by the Transaction Documents and to perform the covenants contemplated by the Transaction Documents (the “Regulatory Approvals”). Each Purchaser shall use its reasonable best efforts to promptly obtain such Regulatory Approvals, franchise and the Company will cooperate as may reasonably be requested by a Purchaser to help such Purchaser obtain or submit, as promptly as practicable, any documentation or written materials requested by or submitted to any governmental authority and other regulatory approvals that may be required in connection with the performance Regulatory Approvals. The parties hereto will consult with each other with respect to the obtaining of its obligations under this Agreement. AT&T such Regulatory Approvals, promptly furnish each other with copies of written communications received by them, or delivered by them to, any governmental authority in respect of the transactions contemplated hereby and keep the other apprised of the status of matters relating to completion of the transactions contemplated herein; provided, however, that no Purchaser shall be responsible obligated hereunder to share any portion of an application or communication for obtaining and keeping in effect all Federal Communications Commissionwhich such Purchaser has requested confidential treatment or any regulatory correspondence containing confidential information. Notwithstanding the foregoing, State Commissionnothing contained herein shall be deemed to require any Purchaser to take any action, franchise authority and other regulatory approvals that may be required or commit to take any action, or agree to any condition, commitment or restriction, in connection with obtaining the Regulatory Approvals, which such Purchaser determines, in its offering reasonable good faith judgement, would be materially financially burdensome on the Company’s business following the Closing or would reduce the economic benefits of services to AT&T end users the transactions contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In Agreement to the event Purchaser to such a degree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in Purchaser would not have entered into this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff had such condition or restriction been known to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following it at the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety hereof (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementa “Materially Burdensome Regulatory Condition”).

Regulatory Matters. 9.1 BellSouth (a) Parent and the Company shall promptly prepare and file with the SEC, no later than forty-five (45) days after the date of this Agreement, the Joint Proxy Statement, and Parent shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of Parent and keeping the Company shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the Company and Parent shall thereafter mail or deliver the Joint Proxy Statement to its shareholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than sixty (60) days after the date of this Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and the Company shall each use, and shall each cause their applicable Subsidiaries to use, their respective reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other regulatory approvals in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and the Company shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. Each party will provide the other with BellSouth copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the exchange of information. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and maintaining any required approvals for which BellSouth is responsible, authorizations of all third parties and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In Governmental Entities necessary or advisable to consummate the event that BellSouth is required transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. (c) Each of Parent and the Company shall use its reasonable best efforts to 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. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or the Company to take, or commit to take, any action or agree to any condition or restriction that would reasonably be likely to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, giving effect to the Merger (with such materiality measured on a scale relative to the Company and its Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”). (d) Parent and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Each of Parent and the Company agrees, as to itself and its Subsidiaries, (i) consult that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the S-4 will, at the time the S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Meeting and the Parent Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statement was made, not misleading. Each of Parent and the Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the S-4 or the Joint Proxy Statement to be false or misleading with AT&T reasonably respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the S-4 or the Joint Proxy Statement. (e) Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will not be timely received. (f) The Company shall deliver to Parent, prior to the Closing, a statement in advance of such Filing about the form and substance reasonably acceptable to Parent certifying that the Company has at no time during the past five (5) years been a United States real property holding corporation within the meaning of such Filing, (iiSection 897(c)(2) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this AgreementCode. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) Promptly after the date of this Agreement, South State and CenterState shall be responsible for obtaining prepare and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required in connection file with the performance SEC the Joint Proxy Statement, and South State shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus, and the parties shall use reasonable best efforts to make such filings as promptly as practicable after the date of its obligations under this Agreement. AT&T Each of South State and CenterState shall be responsible for obtaining use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, and keeping in effect South State and CenterState shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. South State shall also use its reasonable best efforts to obtain all Federal Communications Commission, State Commission, franchise authority necessary state securities law or “Blue Sky” permits and other regulatory approvals that may be required in connection with its offering of services to AT&T end users carry out the transactions contemplated by this Agreement. AT&T , and CenterState shall furnish all information concerning CenterState and the holders of CenterState Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with BellSouth each other and use their reasonable best efforts to promptly (and in obtaining the case of the applications, notices, petitions and maintaining any required approvals for filings in respect of the Requisite Regulatory Approvals, within forty-five (45) days of the date of this Agreement) prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities which BellSouth is responsibleare necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent comply with the rates and other terms and conditions set forth of all such permits, consents, orders, approvals, waivers, non-objections and authorizations of all such Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in this Agreement unless such rate or other terms and conditions are more favorable no event later than those set forth in this Agreement. 9.3 In forty-five (45) days after the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms date of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding South State and has otherwise become final) require that such terms be renegotiatedCenterState shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any bank regulatory agency in order to obtain the Parties Requisite Regulatory Approvals. South State and CenterState shall renegotiate each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. South State and CenterState shall have the right to review in good faith such mutually acceptable new terms as may be required. In advance, and, to the event that such new terms are not renegotiated within ninety (90) days after such noticeextent practicable, each will consult the dispute shall follow other on, in each case subject to applicable laws relating to the dispute resolution procedures set forth in Section 16 exchange of the General Terms and Conditions of this Agreement.information, all the

Regulatory Matters. 9.1 BellSouth (a) Green and Patriot shall promptly prepare and file with the SEC, no later than 45 business days after of the date of this Agreement, the Joint Proxy Statement and Green shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus, and keeping any amendment thereto, if any. Each of Green and Patriot shall cooperate in respect of the form and content of any other communication with the shareholders of Patriot. Each of Green and Patriot shall use their commercially reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Green and Patriot shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. Green shall also use commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Patriot shall furnish all information concerning Patriot and the holders of Patriot Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly (and in the case of the Bank Regulatory Applications, as defined below, within 30 business days of the date of this Agreement) prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger and the Bank Merger (collectively the “Bank Regulatory Applications”)), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Green and Patriot shall have the right to review in advance, and, to the extent practicable, each will consult with the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Patriot or Green, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of such Filing about any formal meeting or conference with any Governmental Entity in connection with the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T to the full benefit extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Green or Patriot to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to restrict or burden Green, the Surviving Corporation or any of their respective Affiliates and which would, individually or in the aggregate, have a Material Adverse Effect on Green, the Surviving Corporation or any of their respective Affiliates, in each case measured on a scale relative to Patriot (including, without limitation, any requirement to raise or obtain capital in excess of the rights otherwise provided amount necessary to remain well capitalized under generally applicable regulatory capital guidelines) (a “Materially Burdensome Regulatory Condition”). (c) Green and Patriot shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Green, Patriot or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Green and Patriot shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the event transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the ability Federal Reserve Board, the OCC and the Texas Department of AT&T or BellSouth Banking and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to perform any material terms of consummate the transactions contemplated by this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following including the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, Merger and the Parties shall renegotiate Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such noticeaggregate, a Material Adverse Effect on the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this AgreementSurviving Corporation.

Regulatory Matters. 9.1 BellSouth (a) Promptly after the date of this Agreement, NYCB and Flagstar shall be responsible for obtaining prepare and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required in connection file with the performance SEC the Joint Proxy Statement, and NYCB shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. NYCB and Flagstar, as applicable, shall use reasonable best efforts to make such filings within forty-five (45) days of its obligations under the date of this Agreement. AT&T Each of NYCB and Flagstar shall be responsible use reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings and to keep the S-4 effective for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services so long as necessary to AT&T end users consummate the transactions contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth NYCB and Flagstar shall reasonably cooperate with AT&T in obtaining thereafter as promptly as practicable mail or deliver the Joint Proxy Statement to their respective stockholders and maintaining any shareholders, as applicable. NYCB shall also use reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required approvals for which AT&T is responsible. 9.2 In to carry out the event that BellSouth is required transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth and Flagstar shall use reasonable best efforts, to the extent permitted by applicable law, to furnish all information concerning Flagstar and the holders of Flagstar Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use reasonable best efforts to (i) consult with AT&T reasonably promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit case of the rights otherwise provided applications, notices, petitions and filings in this Agreement. In no event shall BellSouth file any tariff respect of the Requisite Regulatory Approvals, use reasonable best efforts to implement this Agreement that purports to govern Services and Elements that is inconsistent with make such filings within forty (40) days of the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms date of this Agreement) that are necessary or advisable to obtain as promptly as practicable all permits, or the ability consents, approvals and authorizations of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.all third

Regulatory Matters. 9.1 BellSouth (a) During the period from the date hereof to the Tranche 2 Closing or the earlier termination of this Agreement, the parties hereto shall be responsible for obtaining cooperate with each other and keeping use reasonable best efforts to as soon as possible following the date hereof prepare and file, or cause the preparation and filing of, all necessary documentation (including, in the case of Buyer, the information requested by the face of the forms, instructions and other written requirements set forth on Exhibit B), to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable following the date hereof (and, in any event, within 120 Business Days following the date hereof) all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities; provided that Buyer shall file the requisite application for approval with the United Kingdom’s Financial Conduct Authority no later than 30 Business Days following the date hereof. The parties shall use reasonable best efforts to provide the other regulatory approvals that the right to review in advance, and, to the extent practicable, consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to Omega Parent, Omega UK, the Company or Buyer, as the case may be required be, and any of their respective Subsidiaries, which appears in any material filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement, other than any portions of material so filed or submitted that contain confidential or proprietary information not directly related to the transactions contemplated hereby or information with respect to which a duty of confidence is owed to a third party. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. During the period from the date hereof to the Tranche 2 Closing or earlier termination of this Agreement, (i) the parties hereto agree that they will consult with each other with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable in connection with the transactions contemplated by this Agreement and each party will keep the other parties reasonably apprised of the status of matters relating to completion of the transactions contemplated herein; (ii) each party shall consult with the other parties in advance of any meeting or conference between such party and any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent reasonably requested by any other party and permitted by such Governmental Entity, give the other parties and/or their respective counsel the reasonable opportunity to attend and participate in such meetings and conferences; (iii) no party shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other parties (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) each party hereto shall promptly inform the other parties of any substantive oral communications with, and promptly provide copies of written communications with, any Governmental Entity regarding any filings. Promptly following the date hereof, the parties shall cooperate with BellSouth in obtaining each other to determine if any Additional Approvals are required, including consulting with the Company. (b) Without limiting the generality of the undertakings pursuant to Section 6.1(a), during the period from the date hereof to the Tranche 2 Closing or earlier termination of this Agreement, the parties hereto shall use reasonable best efforts to (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and maintaining documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required approvals under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date hereof and thereafter to respond as promptly as practicable to any request for which BellSouth is responsibleadditional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) take, and BellSouth use reasonable best efforts to cause its Subsidiaries to take, such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods; provided that Buyer shall reasonably cooperate with AT&T in obtaining and maintaining any file the premerger notification required approvals for which AT&T is responsibleunder the HSR Act no later than ten (10) Business Days following the date hereof. 9.2 In (c) Without limiting the generality of the undertakings pursuant to Section 6.1(a), as soon as possible following the Tranche 1 Closing, the parties shall submit to CFIUS a draft of a joint voluntary notice of the Tranche 2 Acquisition (the “CFIUS Notice”). The parties shall use their reasonable best efforts to provide any requested supplemental information and other related information pursuant to the DPA, and submit a final CFIUS Notice and other related information pursuant to the DPA as soon as practicable after receiving any comments to the draft CFIUS Notice during the pre-notice consultation process; provided, that, to the extent that it would not materially delay the consummation of the transactions contemplated by this Agreement, nothing herein shall prohibit the parties from, in good faith, seeking to limit the scope or content of any such request. Omega Parent, Omega UK and the Buyer shall use their reasonable best efforts to obtain the CFIUS Approval, which for the avoidance of doubt includes agreeing to reasonable restrictions proposed or imposed by CFIUS as a condition of receiving CFIUS Approval. Notwithstanding anything in this Agreement to the contrary, neither Buyer or any of its affiliates shall be required to take any action in order to obtain CFIUS Approval that would result in any arrangements, conditions or restrictions imposed by CFIUS that would, (a) except as provided in Section 6.1(d), reasonably be expected to result in a change to its business and/or operations or those of its Subsidiaries, or (b) limit or restrict the exercise of voting rights with respect to the Tranche 1 Shares or Tranche 2 Shares (any such arrangements, conditions or restrictions set forth in clauses (a) or (b), a “Burdensome Condition”); provided, however, that reasonable restrictions on access by the Buyer or any of its affiliates to financial or other sensitive information of individual clients or customers of the Company or any of its Subsidiaries or employees, information systems or trade secrets of the Company or any of its Subsidiaries shall not be deemed a Burdensome Condition hereunder. The foregoing obligations and limitations shall apply in the event the parties seek Conditional CFIUS Approval of the Tranche 1 Acquisition. (d) Following the date hereof, in the event that BellSouth Omega Parent determines in good faith after consultation with external counsel and Buyer that any Requisite Regulatory Approval or any Additional Approval would not reasonably be expected to be obtained on or prior to the date that is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement120 Business Days following the date hereof, BellSouth shall (i) consult with AT&T Omega Parent shall reasonably in advance promptly notify Buyer of such Filing about the form determination and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such FilingBuyer shall agree to, and cooperate with Omega Parent and the Company with respect to, any and all actions reasonably requested by Omega Parent (iiiand, if applicable, approved by the Company) take all steps reasonably necessary with respect to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit operations of the rights otherwise Company and/or its Subsidiaries to obtain, or render unnecessary, such Requisite Regulatory Approval or Additional Approval; provided that (x) any request made by Omega Parent pursuant to this Section 6.1(d) shall be reasonable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services scope and Elements that is inconsistent consistent with the rates objective of minimizing Buyer’s liability for any costs and other terms expenses in connection therewith and conditions (y) Buyer shall not be required to agree to, or cooperate with Omega Parent and Omega UK in taking, any action with respect to the operations of the Company that would reasonably be expected to result in a material change to business and/or operations of the Company and its Subsidiaries, taken as a whole. Buyer shall bear and pay all reasonable out-of-pocket costs and expenses incurred by Omega Parent, Omega UK, the Company or any of their respective affiliates in connection with the matters set forth in this Agreement unless Section 6.1(d); provided, that such rate or other terms costs and conditions are more favorable than those set forth expenses shall not exceed $5,000,000 in the aggregate. (e) For the avoidance of doubt, nothing in this AgreementSection 6.1 shall require Buyer or any of its affiliates (other than the Company and its Subsidiaries) to take any action that would result in a Burdensome Condition. 9.3 In (f) Each party shall promptly advise the event other parties upon receiving any communication from any Governmental Entity whose consent or approval is required to bring about the consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval or other legal action any Additional Approval will not be obtained or that the receipt of any such approval will be materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementdelayed.

Regulatory Matters. 9.1 BellSouth (a) Notwithstanding anything in this Agreement to the contrary, the parties hereto agree to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act, to make all other filings required by applicable foreign Antitrust Laws identified in Section 6.8(a)(i) of the Parent Disclosure Schedule (collectively, “Foreign Antitrust Approvals”) and to make all filings identified in Section 6.8(a)(ii) of the Company Disclosure Schedule (collectively, “Regulatory Approvals”) with respect to the transactions contemplated hereby as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that the submission or filing (i) of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) days of the date of this Agreement and such filings shall request early termination of the applicable waiting period under the HSR Act, (ii) for applicable Foreign Antitrust Approvals shall be responsible submitted by the parties with the relevant notification forms, or a draft thereof, for obtaining jurisdictions where submission of a draft prior to formal notification is appropriate, within twenty (20) days of the date of this Agreement and keeping in effect all Federal Communications Commission(iii) for applicable Regulatory Approvals shall be submitted by the parties with the relevant notification forms, State Commissionsor a draft thereof, franchise authority for jurisdictions where submission of a draft prior to formal notification is appropriate, within ten (10) Business Days of the date of this Agreement) and other regulatory approvals to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other filings required in connection with the performance Foreign Antitrust Approvals or any other Antitrust Law or any Regulatory Approvals. The parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws or any such Regulatory Approvals. Without limiting the foregoing, the parties hereto agree to (i) give each other reasonable advance notice of all meetings, telephone calls or discussions with any Governmental Entity in connection with or relating to any Antitrust Laws or any Regulatory Approvals, (ii) give each other an opportunity to participate in each of such meetings, telephone calls or discussions, (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity in connection with or relating to any Antitrust Laws or any Regulatory Approvals, (iv) if any Governmental Entity initiates a substantive oral communication in connection with or relating to any Antitrust Laws or any Regulatory Approvals, promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity in connection with or relating to any Antitrust Laws or any Regulatory Approvals and (vi) provide each other with copies of all written communications to or from any Governmental Entity in connection with or relating to any Antitrust Laws or any Regulatory Approvals. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, each of Parent and each Merger Sub agrees, and shall cause each of the Parent Subsidiaries, to use reasonable best efforts to obtain any consents, clearances or approvals required under or in connection with the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other supranational, foreign, national, federal or state law, regulation or decree designed to prohibit, restrict or regulate actions related to competition, antitrust, merger control or foreign investment, including for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”) or the applicable Laws associated with any Regulatory Approvals, and to enable all waiting periods under applicable Antitrust Laws or any Regulatory Approvals to expire, and to avoid or eliminate each and every impediment under applicable Antitrust Laws or the applicable Laws associated with any Regulatory Approvals that may be asserted by any Governmental Entity, in each case, to cause the Mergers and the other transactions contemplated hereby to occur prior to the Termination Date (any such action, a “Clearance Action”); provided that, using reasonable best efforts shall include but not be limited to (i) promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity, (ii) offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license or other disposition of any and all of the share capital, assets, rights, products, services or businesses of Parent, each Merger Sub and the Parent Subsidiaries or the Company and the Company Subsidiaries or any interests or interests therein, (iii) taking or committing to take actions that after the Closing Date would limit Parent’s freedom of action with respect to, or its obligations ability to retain, one or more of the assets, rights, products, services or businesses of Parent, each Merger Sub, the Company and the Company Subsidiaries or any interest or interests therein and (iv) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling that would adversely affect the ability of any party hereto to consummate the transactions contemplated hereby and taking any and all other actions to prevent the entry, enactment or promulgation thereof; provided that nothing contained in this Section 6.8(a) shall require Parent or any Merger Sub to, or permit the Company or any Company Subsidiary to (without Parent consent), (A) take any Clearance Action (1) which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, results of operation or financial condition of the Company and the Company Subsidiaries, taken as a whole, or (2) which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, results of operation or financial condition of Parent and the Parent Subsidiaries, taken as a whole, assuming for this purpose that Parent and the Parent Subsidiaries were, in the aggregate, the same size and had the same aggregate results of operations and financial condition as the Company and the Company Subsidiaries do as of the applicable date of determination, or (B) make any divestitures or take other actions or remedies, in each case, not conditioned on the consummation of the Closing. (b) Subject to the terms hereof, and except with regard to the Antitrust Laws and the applicable Laws associated with any Regulatory Approvals which shall be governed by Section 6.8(a), the Company, each of Parent and any Merger Sub shall, and Parent and the Company shall cause their respective Subsidiaries to, use their reasonable best efforts to: (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as reasonably practicable; (ii) obtain from any Governmental Entity or any other third party any consents, licenses, permits, waivers, approvals, authorizations, or orders and send any notices, in each case, which are required to be obtained, made or sent by the Company or Parent or any of their Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided that in connection therewith none of the Company or the Company Subsidiaries will without the prior written consent of Parent, make or agree to make any payment or accept any material conditions or obligations, including amendments to existing conditions and obligations; (iii) as promptly as practicable, make all necessary filings and notifications, and thereafter make any other required submissions and applications with respect to this Agreement and the Mergers required under any applicable Law; and (iv) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. AT&T The Company and Parent shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and cooperate with each other regulatory approvals that may be required in connection with the making of all such filings, submissions, applications and requests. Each of the Company and Parent shall use its offering of services reasonable best efforts to AT&T end users furnish to each other (on an outside counsel basis if appropriate) all information required for any filing, submission, application or request to be made pursuant to applicable Law in connection with the transactions contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining For the avoidance of doubt, Parent and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event Company agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided nothing contained in this Agreement Section 6.8(b) shall modify, limit or otherwise affect their respective rights and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreementresponsibilities under Section 6.8(a). 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) The parties hereto shall promptly cooperate with each other in the preparation and filing of the Proxy Statement relating to the meeting of shareholders of Seller to be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required in connection with the performance held pursuant to Section 5.2 of its obligations under this Agreement. AT&T Each of Buyer and Seller shall be responsible use its reasonable best efforts to have the Proxy Statement approved for obtaining mailing in definitive form as promptly as practicable and keeping in thereafter Seller shall promptly mail to its shareholders the Proxy Statement. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within 45 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionnotices, franchise authority petitions and other regulatory filings, and to obtain as promptly as practicable all permits, consents, approvals that may be required in connection with its offering and authorizations of services all Governmental Entities and third parties which are necessary or advisable to AT&T end users consummate the transactions contemplated by this Agreement. AT&T Buyer and Seller shall reasonably cooperate with BellSouth have the right to review in obtaining and maintaining any required approvals for which BellSouth is responsibleadvance, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In to the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) extent practicable each will consult with AT&T reasonably the other on, in advance each case subject to applicable laws relating to the exchange of such Filing about information, all the form and substance of such Filing, (ii) provide information which appears in any filing made with or written materials submitted to AT&T its proposed tariff and obtain AT&T's agreement on any third party or any Governmental Entity in connection with the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in transactions contemplated by this Agreement. In no event exercising the foregoing right, each of the parties hereto shall BellSouth file any tariff act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to implement the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The parties hereto agree that purports they will use their reasonable best efforts to govern Services and Elements that is inconsistent with cause the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this AgreementClosing Date to occur by September 30, 1999. 9.3 In (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective Subsidiaries, directors and officers, the event that any final legislative, regulatory, judicial or shareholders of Seller and such other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms matters as may be required. In reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Buyer, Buyer Bank, Merger Sub, Seller or Seller Bank to any Governmental Entity in connection with the event that such new terms are not renegotiated within ninety transactions contemplated hereby. (90d) days after such noticeBuyer and Seller shall promptly furnish each other with copies of written communications received by Buyer or Seller, as the dispute shall follow the dispute resolution procedures set forth in Section 16 case may be, or any of their respective Subsidiaries from, or delivered by any of the General Terms and Conditions foregoing to, any Governmental Entity in respect of this Agreementthe transactions contemplated hereby.

Regulatory Matters. 9.1 BellSouth shall (a) For the purposes of holding the Acquirer Stockholders Meeting and the Target Stockholders Meeting and qualifying under applicable federal and state securities laws the Acquirer Common Stock to be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required issued to Target stockholders in connection with the performance Merger, as soon as practicable, but in no event later than forty-five (45) days, following the date of its obligations under this Agreement), the parties shall (i) jointly prepare, and the Acquirer shall file with the SEC, a Registration Statement on Form S-4, including a prospectus and (ii) jointly prepare, and the Acquirer shall file with the SEC, the Proxy Statement, satisfying all applicable requirements of applicable state and federal laws, including the Securities Act, the Exchange Act and applicable state securities laws and the rules and regulations thereunder (the various documents to be filed by the Acquirer under the Securities Act with the SEC to register the Acquirer Common Stock for sale, including the Proxy Statement, are referred to herein as the “Registration Statement”). AT&T Prior to the filing of the Proxy Statement and the Registration Statement, each party shall be responsible for obtaining consult with the other party with respect to such filings and keeping shall afford the other party and their Representatives reasonable opportunity to comment thereon. (b) Each party shall furnish to the other party with such information concerning itself and its Affiliates as is necessary in effect all Federal Communications Commissionorder to cause the Proxy Statement and Registration Statement to comply with Section 5.06(a) hereof. Each party agrees promptly to advise the other party if at any time prior to the Effective Time, State Commission, franchise authority any information provided by such party in the Proxy Statement or Registration Statement becomes incorrect or incomplete in any material respect and promptly to provide the information needed to correct such inaccuracy or omission. Each party shall promptly furnish to the other regulatory approvals that party such supplemental information as may be required necessary in order to cause the Proxy Statement or Registration Statement to comply with Section 5.06(a). The information relating to a party to be provided for inclusion or incorporation by reference in the Proxy Statement or Registration Statement, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. (c) Acquirer shall as promptly as practicable make such filings, if any, as are necessary in connection with its the offering of services the Acquirer Common Stock with applicable state securities agencies and shall use all reasonable efforts to AT&T end users qualify the offering of such stock under applicable state securities laws at the earliest practicable date. The Target shall promptly furnish Acquirer with such information regarding the Target stockholders as Acquirer requires to enable it to determine what filings are required hereunder. The Target authorizes Acquirer to utilize in such filings the information concerning the Target and its Subsidiaries provided to Acquirer in connection with, or contained in, the Proxy Statement. Acquirer shall furnish Target’s counsel with copies of all such filings and keep Target advised of the status thereof. Each of Acquirer and Target shall promptly notify the other of all communications, oral or written, with the SEC concerning the Registration Statement and the Proxy Statement. (d) Acquirer shall cause the Acquirer Common Stock issuable pursuant to the Merger, to be listed on Nasdaq at the Effective Time. (e) The parties hereto will cooperate with each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement as soon as possible. The parties shall each have the right to review in advance and comment on all information relating to the other, as the case may be, which appears in any filing made with, or written material submitted to, any third party or governmental body in connection with the transactions contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In (f) Each of the event that BellSouth is required parties will promptly furnish each other with copies of written communications received by them or any of their respective Subsidiaries from, or delivered by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided foregoing to, any Governmental Entity in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with respect of the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreementtransactions contemplated hereby. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90g) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 The expenses of the General Terms preparation, filing and Conditions mailing of this Agreementthe Registration statement and Proxy Statement shall be shared equally between the Acquirer and Target.

Regulatory Matters. 9.1 BellSouth (a) Purchaser and Company shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of Purchaser and keeping Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of Company and Purchaser shall thereafter mail or deliver the Joint Proxy Statement to its shareholders. Purchaser shall also use its reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (b) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and, if requested by Purchaser, a distribution of the shares of First Southwest Holdings, LLC and its subsidiaries to Purchaser or similar regulatory restructuring to be effected following the closing of the Merger, to the extent such distribution or similar restructuring would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Requisite Regulatory Approvals will be more difficult to obtain) as soon as possible, and in any event no later than December 31, 2012, to the extent reasonably practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities; provided, however, that Purchaser shall file an application under Section 3 of the BHC Act with the Federal Communications CommissionReserve no later than twenty (20) business days following the date of this Agreement. Company and Purchaser shall have the right to review in advance, State Commissionsand, franchise authority to the extent practicable, each will consult the other on, in each case subject to applicable laws, all the non-confidential information relating to Company or Purchaser (excluding any confidential financial information relating to individuals), as the case may be, and other regulatory approvals any of their respective Subsidiaries, that may be required appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties shall act reasonably cooperate and as promptly as practicable. The parties shall consult with BellSouth each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in obtaining advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and maintaining any required approvals for which BellSouth is responsibleto the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and BellSouth shall reasonably cooperate with AT&T participate in obtaining such meetings and maintaining any required approvals for which AT&T is responsibleconferences. 9.2 In (c) Each of Purchaser and Company shall, upon request, furnish to the event that BellSouth is required other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Company or any governmental authority of their respective Subsidiaries to file a tariff or make another similar filing (“Filing”) any Governmental Entity in order to implement connection with the Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, BellSouth shall as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) consult with AT&T reasonably in advance the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of such Filing about a material fact or omit to state any material fact required to be stated therein or necessary to make the form statements therein not misleading and substance of such Filing, (ii) provide the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to AT&T shareholders and at the time of Company’s meeting of its proposed tariff shareholders to consider and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations vote upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms approval of this Agreement, contain any untrue statement of a 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 under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the ability of AT&T Joint Proxy Statement to be false or BellSouth misleading with respect to perform any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Joint Proxy Statement. (d) In furtherance and not in limitation of the foregoing, each of Purchaser and Company shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment under any applicable law so as to enable the Closing to occur as soon as possible, and in any event no later than December 31, 2012 to the extent reasonably practicable, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Purchaser, Company and their respective Subsidiaries; provided, however, that nothing contained in this Agreement shall require Purchaser to take any actions specified in this Section 6.1(d) that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (e) Purchaser agrees to execute and deliver, or cause to be executed and delivered, by or on behalf of the Surviving Company, at or prior to the Effective Time, one or more supplemental indentures, guarantees, and other instruments required for the due assumption of Company’s outstanding debt, guarantees, securities, and other agreements to the extent required by the terms of this Agreementsuch debt, AT&T or BellSouth mayguarantees, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiatedsecurities, and other agreements. (f) Each of Purchaser and Company shall promptly advise the Parties shall renegotiate in good faith other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such mutually acceptable new terms as party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementmaterially delayed.

Regulatory Matters. 9.1 BellSouth (a) Saratoga and SJNB shall promptly prepare and file with the SEC a Proxy Statement, and SJNB shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be responsible included as a prospectus, and one or more registration statements or amendments to existing registration statements under the Securities Act for obtaining the purpose of registering the maximum number of shares of SJNB Common Stock to which the option holders of Saratoga may be entitled pursuant to Section 2.6 at or after the Effective Time. Each of SJNB and keeping in Saratoga shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Saratoga and SJNB shall thereafter promptly mail the Proxy Statement to their respective shareholders. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement and the other regulatory approvals that Transaction Agreements (including without limitation the Merger and the Bank Merger). SJNB and Saratoga shall have the right to review in advance and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Saratoga or SJNB, as the case may be required be, and any of their respective Subsidiaries which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth in each other with respect to the obtaining of all permits, consents, approvals and maintaining any required approvals for which BellSouth is responsible, authorizations of all third parties and BellSouth shall reasonably cooperate with AT&T in obtaining Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger) and maintaining any required approvals for which AT&T is responsibleeach party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”c) in order to implement this AgreementSJNB and Saratoga shall, BellSouth shall (i) consult upon request, furnish each other with AT&T reasonably in advance of all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps other matters as may be reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided or advisable in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of SJNB, Saratoga or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) SJNB and Saratoga shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the event transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety Requisite Regulatory Approval (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth defined in Section 16 6.1(b)) will not be obtained or that the receipt of the General Terms and Conditions of this Agreementany such approval will be materially delayed.

Regulatory Matters. 9.1 BellSouth GTE shall be responsible for obtaining and keeping in effect all Federal Communications CommissionFCC, State Commissionsstate regulatory commission, franchise authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications CommissionFCC, State Commissionstate regulatory commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users Customers contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth GTE in obtaining and maintaining any required approvals for which BellSouth GTE is responsible, and BellSouth GTE shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In Nothing in this Agreement shall be construed to deny either Party the event that BellSouth is required by any governmental authority right to file tariffs from time to time in the normal course of business. Nonetheless, each Party shall be exempt from any tariff change filed by the other Party during the term of this Agreement if such change conflicts with a tariff price or make another similar filing (“Filing”) in order to implement other term of this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance except to the extent that this Agreement makes the tariff item being changed determinative of such Filing about price or such other term, in which case the form and substance of such Filing, (ii) provide to AT&T its proposed changed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreementapply prospectively. 9.3 In the event that If any final effective legislative, regulatory, judicial or other legal action actions, including a change in Applicable Law, materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth GTE to perform any material terms of this Agreement, such change in law shall apply immediately and the terms and conditions of this Agreement shall be applied and interpreted such that the obligations and requirements applicable to each party under this Agreement shall be consistent with such change in law. AT&T or BellSouth GTE may, on ninety thirty (9030) days' days written notice (delivered not later than ninety (90) 90 days following the date on which such action has become legally binding and has otherwise become finaleffective) require request that such terms term(s) be renegotiated, and the Parties shall renegotiate agree to so negotiate in good faith such mutually acceptable new terms as may be requiredterm(s). In Notwithstanding the event that such new terms are above, if the Parties do not renegotiated within ninety (90) days after such notice, agree on the dispute shall follow the dispute resolution procedures set forth appropriate application of any change in Section 16 of the General Terms and Conditions of law to this Agreement, either Party may pursue any remedy available to it under Applicable Law. 9.4 [Intentionally deleted.]

Regulatory Matters. 9.1 BellSouth GTE shall be responsible for obtaining and keeping in effect all Federal Communications CommissionFCC, State Commissionsstate regulatory commission, franchise authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications CommissionFCC, State Commissionstate regulatory commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users Customers contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth GTE in obtaining and maintaining any required approvals for which BellSouth GTE is responsible, and BellSouth GTE shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In Nothing in this Agreement shall be construed to deny either Party the event that BellSouth is required by any governmental authority right to file tariffs from time to time in the normal course of business. Nonetheless, each Party shall be exempt from any tariff change filed by the other Party during the term of this Agreement if such change conflicts with a tariff price or make another similar filing (“Filing”) in order to implement other term of this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance except to the extent that this Agreement makes the tariff item being changed determinative of such Filing about price or such other term, in which case the form and substance of such Filing, (ii) provide to AT&T its proposed changed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreementapply prospectively. 9.3 In the event that If any final effective legislative, regulatory, judicial or other legal action actions, including a change in Applicable Law, materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth GTE to perform any material terms of this Agreement, such change in law shall apply immediately and the terms and conditions of this Agreement shall be applied and interpreted such that the obligations and requirements applicable to each party under this Agreement shall be consistent with such change in law. AT&T or BellSouth GTE may, on ninety thirty (9030) days' days written notice (delivered not later than ninety (90) 90 days following the date on which such action has become legally binding and has otherwise become finaleffective) require request that such terms term(s) be renegotiated, and the Parties shall renegotiate agree to so negotiate in good faith such mutually acceptable new terms term(s). Notwithstanding the above, if the Parties do not agree on the appropriate application of any change in law to this Agreement, either Party may pursue any remedy available to it under Applicable Law. 9.4 This document has been produced by GTE and AT&T pursuant to the order ("Order") of the Pennsylvania Public Utility Commission in Xxxxxx Xx. X- 000000X0000. GTE reserves its position that this document is the functional equivalent of an order by the Commission and not an agreement entered into voluntarily by the Parties. GTE further reserves its position that the only applicable liability for violations of the obligations imposed hereby (including contractual liability) is only such liability as may be required. In imposed by the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this AgreementCommission.

Regulatory Matters. 9.1 BellSouth (a) As promptly as reasonably practicable following the date hereof, WAL and Target shall cooperate in preparing and each shall cause to be filed with the SEC mutually acceptable Proxy Materials which shall constitute the proxy statement-prospectus relating to the matters submitted to the Target stockholders at the Special Meeting and WAL shall prepare and file with the SEC the Registration Statement. The proxy statement-prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as WAL’s prospectus. WAL shall use reasonable best efforts, and Target shall cooperate with WAL, to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. WAL and Target shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Registration Statement received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) of the Proxy Materials or the Registration Statement shall be responsible for obtaining and keeping made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in effect all Federal Communications Commissionthe Registration Statement or Proxy Materials, State Commissionsthis right of approval shall apply only with respect to information relating to the other party or its business, franchise authority and financial condition or results of operations. WAL will use reasonable best efforts to allow Target to cause the Proxy Materials to be mailed to Target stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other regulatory approvals that may be required party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the WAL Common Stock issuable in connection with the performance Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of its obligations the Registration Statement. If at any time prior to the Effective Time any information relating to WAL or Target, or any of their respective affiliates, officers or directors, should be discovered by WAL or Target, which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Materials so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under this Agreement. AT&T which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be responsible promptly filed with the SEC and disseminated to the stockholders of Target. (b) The information regarding Target and its Subsidiaries to be supplied by Target for obtaining inclusion in the Registration Statement will not, at the time the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In connection with the preparation of the Registration Statement, Target shall receive a written opinion from Xxxxxxxx & Xxxxxxxx LLP, counsel to Target, dated as of the date on which the Registration Statement is declared effective, to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code. Such counsel shall be entitled to rely upon representation letters from each of WAL, Target and keeping others, in each case, in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated as of the date of such opinion. (c) The information regarding WAL and its Subsidiaries to be supplied by WAL for inclusion in the Registration Statement will not, at the time the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In connection with the preparation of the Registration Statement, WAL shall receive a written opinion from Xxxxx Lovells US LLP, counsel to WAL, dated as of the date on which the Registration Statement is declared effective, to the effect all Federal Communications Commissionthat the Merger will qualify as a reorganization under Section 368(a) of the Code. Such counsel shall be entitled to rely upon representation letters from each of Target, State CommissionWAL and others, franchise authority in each case, in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated as of the date of such opinion. (d) WAL also shall take any action (other regulatory approvals that may than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be required taken under any applicable state securities laws in connection with the Merger and each of Target and WAL shall furnish all information concerning it and the holders of its offering Common Stock as may be reasonably requested in connection with any such action. (e) Prior to the Effective Time, WAL shall use its commercially reasonable efforts to list on the New York Stock Exchange the additional shares of services WAL Common Stock to AT&T end users be issued by WAL in exchange for the shares of Target Common Stock. (f) WAL and Target will prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Requisite Regulatory Approvals. WAL and Target shall cooperate with each other to effect the foregoing. Target and WAL shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to Target or WAL, as the case may be, which appears in any filing made with, or written materials submitted to, any Governmental Entity 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 Entity on a confidential basis in connection with the transactions contemplated hereby. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth in each other with respect to the obtaining of all permits, consents, approvals and maintaining any required approvals for which BellSouth is responsible, authorizations of all Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsibleeach party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. 9.2 In the event that BellSouth (g) WAL and Target shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or 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 governmental authority to file Requisite Regulatory Approval) will not be obtained or that the receipt of any such approval will be materially delayed. (h) The Board of Directors of Target or a tariff or make another similar filing committee of Non-Employee Directors thereof (“Filing”as such term is defined for purposes of Rule 16b-3(d) in order to implement this Agreement, BellSouth under the Exchange Act) shall (i) consult with AT&T reasonably adopt a resolution in advance of such Filing about the form Effective Time providing that the disposition by the officers and substance directors of such FilingTarget of Target Common Stock, (ii) provide options to AT&T its proposed tariff and obtain AT&T's agreement on acquire Target Stock, Target Restricted Stock or Target Restricted Stock Units or other equity securities of Target pursuant to the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in Merger or the other transactions contemplated by this Agreement and preserves for AT&T is intended to be exempt from liability pursuant to Rule 16b-3 under the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this AgreementExchange Act. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) BancorpSouth and ASB Bancorp shall promptly prepare and file with the SEC the Proxy Statement, and BancorpSouth shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be responsible for obtaining included as a prospectus. Each of ASB Bancorp and keeping in BancorpSouth shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and ASB Bancorp shall thereafter mail the Proxy Statement to its shareholders as promptly as practicable. BancorpSouth shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Holding Company Merger and the Bank Merger). ASB Bancorp and BancorpSouth shall have the right to review in advance, and to the extent practicable each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to ASB Bancorp or BancorpSouth, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided status of matters relating to completion of the transactions contemplated herein. (c) BancorpSouth and ASB Bancorp shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of BancorpSouth, ASB Bancorp or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) BancorpSouth and ASB Bancorp shall promptly furnish each other with copies of written communications received by BancorpSouth or ASB Bancorp, as the event that case may be, or any final legislativeof their respective Subsidiaries, regulatory, judicial Affiliates or other legal action materially affects any material Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or the ability of AT&T or BellSouth to perform delivered by any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions foregoing to, any Governmental Entity in respect of this Agreementthe transactions contemplated hereby.

Regulatory Matters. 9.1 BellSouth shall be responsible for obtaining (a) Without limiting the generality of any other provision of this Article 5, Seller and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services Purchaser agree to AT&T end users contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority use commercially reasonable efforts to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T assist the other parties in the preparation and filing of all forms, notifications, reports and information, if any, required or reasonably in advance of such Filing about the form and substance of such Filingdeemed advisable pursuant to any Law, (ii) provide obtain all Permits as are necessary for the consummation of this Agreement and the transactions contemplated hereby and for Purchaser to AT&T its proposed tariff and obtain AT&T's agreement carry on the form business of the Acquired Companies immediately following the RFS Closing Date and substance of such Filingthe RFCIL Closing Date, as applicable, and (iii) take make on a prompt and timely basis all steps governmental or regulatory notifications and filings required to be made by it for the consummation of the transactions contemplated hereby. Each party shall promptly advise the other party of any developments with respect to the foregoing matters. (b) Each party to this Agreement shall, upon request, furnish each other party with all information concerning themselves, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Seller or Purchaser to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided any Governmental Authority in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (c) The parties to this Agreement shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the event transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any final legislativerequisite regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed or that the transactions contemplated hereby will become subject to additional conditions imposed by such Governmental Authority. (d) Each party to this Agreement shall provide to the other party, regulatoryas promptly as practicable after the filing or receipt thereof (unless a different time period shall otherwise be specified herein), judicial or other legal action materially affects any material terms a copy of all applications, notices, petitions, filings documents and notices referred to in this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement5.7.

Regulatory Matters. 9.1 BellSouth (a) HRB and Xenith shall promptly prepare and file with the SEC, no later than thirty (30) business days after of the date of this Agreement, the Joint Proxy Statement and HRB shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of HRB and keeping Xenith shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and HRB and Xenith shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. HRB shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Xenith shall furnish all information concerning Xenith and the holders of Xenith Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly (and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, within thirty (30) business days of the date of this Agreement) prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger and the Bank Merger), and which shall also include approval by the Federal Communications CommissionReserve Board and the Bureau of Financial Institutions of (i) the payment, State Commissionsimmediately prior to the Closing, franchise authority of cash from Bank of Hampton Roads to HRB, whether through dividend, capital reduction or other distribution (the “HRB Bank Payment”) and (ii) the payment, immediately prior to the Closing, of cash from Xenith Bank to Xenith, whether through dividend or other regulatory distribution (the “Xenith Bank Payment”), with the aggregate combined amount of the HRB Bank Payment and the Xenith Bank Payment to be no less than $20,000,000, and to comply with the terms and conditions of all such permits, consents, approvals that and authorizations of all such Governmental Entities. HRB and Xenith shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Xenith or HRB, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth in each other with respect to the obtaining of all permits, consents, approvals and maintaining any required approvals for which BellSouth is responsible, authorizations of all third parties and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In Governmental Entities necessary or advisable to consummate the event that BellSouth is required transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth consider in good faith the views of the other in connection with any proposed written or material oral communication with any Governmental Entity related to the transactions contemplated by this Agreement, and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The parties hereto agree to furnish to the other a final copy of each filing made with a Governmental Entity in connection with the transactions contemplated by this Agreement, subject to applicable laws governing the confidentiality of such information. Each party shall (i) consult with AT&T reasonably the other in advance of such Filing about any meeting or conference with any Governmental Entity in connection with the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T to the full benefit of extent permitted by such Governmental Entity, give the rights otherwise provided other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing or anything to the contrary contained in this Agreement. In no event , nothing contained herein shall BellSouth file be deemed to require HRB or Xenith to take any tariff action, or commit to implement this Agreement take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that purports would reasonably be expected to govern Services have a material adverse effect on the Surviving Corporation and Elements that is inconsistent its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). (c) HRB and Xenith shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the rates Joint Proxy Statement, the S-4, the Requisite Regulatory Approvals or any other statement, filing, notice or application made by or on behalf of HRB, Xenith or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) HRB and Xenith shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the event transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this AgreementRequisite Regulatory Approval will not be obtained, or will be obtained subject to a Materially Burdensome Regulatory Condition, or that the ability receipt of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms approval will be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementmaterially delayed.

Regulatory Matters. 9.1 BellSouth shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement. AT&T TCG shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T TCG end users contemplated by this Agreement. AT&T TCG shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T TCG in obtaining and maintaining any required approvals for which AT&T TCG is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T TCG reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T TCG its proposed tariff and obtain AT&TTCG's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T TCG the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T TCG or BellSouth to perform any material terms of this Agreement, AT&T TCG or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) Acquiror and the Company shall cooperate in preparing and promptly cause to be responsible for obtaining filed with the SEC the Proxy Statement/Prospectus, and keeping Acquiror shall cooperate in preparing and promptly cause to be filed with the SEC the Form S-4. Each of Acquiror and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby, and the Company shall mail or deliver the Proxy Statement/Prospectus to its stockholders as promptly as practicable after the Form S-4 is declared effective. Acquiror and the Company shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments and advise the other party of any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC. (b) Subject to the other provisions of this Agreement, Acquiror and the Company agree to cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities, including by filing a Notification and Report Form pursuant to the HSR Act, and supplying as promptly as reasonably practicable any additional information and documents requested pursuant to the HSR Act. Without limiting the foregoing, the Company shall have the right to review in advance and be consulted on any notice provided to the Office of Thrift Supervision by Acquiror with respect to the Merger and the other regulatory approvals that transactions contemplated hereby. Acquiror shall promptly notify the Company of any material communications with the Office of Thrift Supervision relating to such notice. (c) Acquiror and the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be required reasonably necessary or advisable in connection with the performance preparation of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commissionthe Proxy Statement/Prospectus, State Commissionthe Form S-4 or any other statement, franchise authority and other regulatory approvals that may be required filing, notice or application made by or on behalf of Acquiror, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with its offering of services to AT&T end users the Merger and the other transactions contemplated by this Agreement. AT&T Acquiror and the Company shall reasonably cooperate make any necessary filings with BellSouth in obtaining respect to the Merger under the Securities Act and maintaining any required approvals for which BellSouth is responsible, the Exchange Act and BellSouth shall reasonably cooperate with AT&T in obtaining the rules and maintaining any required approvals for which AT&T is responsibleregulations thereunder. 9.2 In (d) Acquiror and the event that BellSouth Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff which causes such party to implement this Agreement believe that purports to govern Services and Elements that there is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of this Agreement, delayed or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementconditioned.

Regulatory Matters. 9.1 BellSouth (a) First Financial and MainSource shall promptly prepare and file with the SEC, no later than sixty (60) calendar days after of the date of this Agreement, the Joint Proxy Statement and First Financial shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible included as a prospectus. Each of First Financial and MainSource shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and to keep the S-4 effective for obtaining so long as necessary to consummate the transactions contemplated by this Agreement, and keeping First Financial and MainSource shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. First Financial shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and MainSource shall furnish all information concerning MainSource and the holders of MainSource Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly (and in the case of the Bank Regulatory Applications, as defined below, within sixty (60) calendar days of the date of this Agreement) prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger and the Bank Merger (collectively the “Bank Regulatory Applications”)), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. First Financial and MainSource shall have the right to review in advance, and, to the extent practicable, each will, in good faith, consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to MainSource or First Financial, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsibleact reasonably, diligently, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall, in good faith, consult with the other in advance of such Filing about any meeting or conference with any Governmental Entity in connection with the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T to the full benefit extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the rights otherwise provided foregoing, each of First Financial and MainSource shall use its reasonable best efforts to 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. Notwithstanding the foregoing, nothing contained herein shall be deemed to require First Financial or MainSource to take any action, or commit to take any action, or agree to any condition or restriction, in this Agreement. In no event shall BellSouth file any tariff connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to implement this Agreement that purports have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, or MainSource and its Subsidiaries, taken as a whole, after giving effect to govern Services the Merger (a “Materially Burdensome Regulatory Condition”). (d) First Financial and Elements that is inconsistent MainSource shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the rates Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of First Financial, MainSource or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (e) To the event extent permitted by applicable law, First Financial and MainSource shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the ability of AT&T or BellSouth Federal Reserve Board, the ODFI, and the IDFI and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to perform any material terms of consummate the transactions contemplated by this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following including the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, Merger and the Parties shall renegotiate Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such noticeaggregate, a Material Adverse Effect on the dispute shall follow the dispute resolution procedures set forth in Section 16 Surviving Corporation or any of the General Terms and Conditions of this Agreementits Subsidiaries.

Regulatory Matters. 9.1 BellSouth (a) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to, (i) take, or cause to be responsible for taken, all actions necessary, proper or advisable to comply promptly with all Legal Requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and the other transactions contemplated by this Agreement, including obtaining and keeping any Third Party consent (including those required to be set forth in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that Section 3.5 of the Company Disclosure Letter or Section 4.5 of the Parent Disclosure Letter) which may be required to be obtained in connection with the performance of its obligations under Merger and the other transactions contemplated by this Agreement. AT&T shall , to remove any restraint or prohibition preventing the consummation of the Merger and the other transactions contemplated by this Agreement, and, subject to the conditions set forth in Article VII, to consummate the Merger and the other transactions contemplated by this Agreement and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, Permit, Order or approval of, or any exemption by, any Governmental Entity which is required to be responsible for obtaining and keeping in effect all Federal Communications Commissionobtained by Parent or the Company, State Commissionrespectively, franchise authority and other regulatory approvals that may be required or any of their respective Subsidiaries, in connection with its offering of services to AT&T end users the Merger and the other transactions contemplated by this Agreement. AT&T The parties hereto shall reasonably cooperate with BellSouth in obtaining each other and maintaining any required approvals for which BellSouth is responsiblepromptly prepare and file all necessary documentation, and BellSouth shall reasonably cooperate with AT&T in obtaining to effect all applications, notices, petitions and maintaining filings (including any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is notification required by the HSR Act), to obtain as promptly as practicable all Permits, consents, approvals, authorizations of all Third Parties and Governmental Entities, and the expiry or termination of all applicable waiting periods, which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all Permits and consents of all Third Parties and Governmental Entities, and the expiration or termination of the applicable waiting period under the HSR Act or under any governmental authority other Antitrust Law, necessary or advisable to file a tariff or make another similar filing (“Filing”) in order consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to implement completion of the transactions contemplated herein. Each of Parent and the Company shall use its reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement, BellSouth the Merger or the other transactions contemplated by this Agreement. Subject to Section 5.4 and Section 5.5, each of Parent and the Company shall not, and shall cause its respective Subsidiaries not to, engage in any action or transaction that would materially delay or materially impair the ability of the Company, Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Parent and the Company further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other Order, ruling or statute, Regulation or executive order that would materially adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be, including by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement. (b) Each of Parent, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.4(a) to obtain all requisite Permits, consents, and expirations or terminations of applicable waiting periods for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, (i) consult cooperate in all respects with AT&T reasonably each other in advance of such Filing about the form connection with any filing or submission and substance of such Filingin connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) provide to AT&T keep the other party and/or its proposed tariff counsel informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Entity and obtain AT&T's agreement on of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the form and substance of such Filing, transactions contemplated by this Agreement; and (iii) take all steps permit the other party and/or its counsel to review in advance any communication intended to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent not prohibited by the FTC, the DOJ or such other Governmental Entity or other Person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. In exercising the foregoing rights, each of the parties hereto shall act reasonably necessary and as promptly as reasonably practicable. Parent and the Company may, as each deems reasonably advisable and necessary, reasonably designate any competitively sensitive material provided to ensure that the other under this Section 6.4(b) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such Filing imposes obligations upon BellSouth that are no less favorable than those provided outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (Parent or the Company as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Agreement and preserves for AT&T Section 6.4(b), materials provided to the full benefit other party or its outside counsel may be redacted to remove references concerning the valuation of the rights otherwise provided in this AgreementCompany Common Stock or the respective businesses of the Company and the Company Subsidiaries and Parent and the Parent Subsidiaries. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms For purposes of this Agreement, or “Antitrust Law” means the ability of AT&T or BellSouth to perform any material terms of this AgreementXxxxxxx Act, AT&T or BellSouth mayas amended, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiatedXxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, and all Laws, Orders and judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 purpose or effect of the General Terms and Conditions monopolization or restraint of this Agreementtrade or lessening of competition through merger or acquisition.

Regulatory Matters. 9.1 BellSouth (a) Huntington and Sky shall promptly prepare and file with the SEC the Joint Proxy Statement and Huntington shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of Huntington and keeping Sky shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the parties shall thereafter mail or deliver the Joint Proxy Statement to its respective shareholders or stockholders, as applicable. Huntington shall file the opinions described in Sections 7.2(c) and 7.3(c) with the SEC by post-effective amendment to the Form S-4. Huntington shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Sky shall furnish all information concerning Sky and the holders of Sky Common Stock as may be reasonably requested in connection with any such action. (b) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Sky and Huntington shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sky or Huntington, as the case may be required be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties shall act reasonably cooperate and as promptly as practicable. The parties shall consult with BellSouth in each other with respect to the obtaining of all permits, consents, approvals and maintaining any required approvals for which BellSouth is responsible, authorizations of all third parties and BellSouth shall reasonably cooperate with AT&T in obtaining Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and maintaining any required approvals for which AT&T is responsible. 9.2 In each party will keep the event that BellSouth is required other apprised of the status of matters relating to completion of the transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement. Notwithstanding the foregoing, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided nothing in this Agreement shall be deemed to require Huntington to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and preserves for AT&T authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect on Huntington and its Subsidiaries (including the full benefit Surviving Company after giving effect to the Merger) taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, Sky agrees to cooperate and use its reasonable best efforts to assist Huntington in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Sky and Huntington following consummation of the rights otherwise provided Merger. (c) Each of Huntington and Sky shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Huntington, Sky or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Each of Huntington, Merger Sub and Sky shall promptly advise the event other upon receiving any communication from any Governmental Entity consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action materially affects that the receipt of any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as approval may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementmaterially delayed.

Regulatory Matters. 9.1 BellSouth 15.1 Regulatory MattersTaiho shall be responsible responsible, directly or through third parties, for obtaining the preparation, filing and keeping maintenance of all regulatory documents in effect the Territory with respect to the Products, which shall be filed in the name of Taiho or its designee. MG shall be responsible, directly or through third parties, for the preparation, filing and maintenance of all Federal Communications Commissionregulatory documents worldwide outside of the Territory with respect to the Products, State Commissionswhich shall be filed in the name of MG or its designee; provided that while the Funded Work is still ongoing, franchise authority Taiho shall have the right to have one or more of its representatives participate in any of MG’s substantive discussions and meetings with Regulatory Authorities in North America with respect to Selected Compounds and/or Products in the Field. 15.2 Reporting Adverse ExperiencesWith respect to any adverse drug experiences, including adverse events and serious adverse events, relating to any Product, the Parties shall promptly report such experiences to the appropriate regulatory authorities in the countries in which such Product is being developed or commercialized, in accordance with the appropriate laws and regulations of the relevant countries and authorities, and shall share any and all Data, including Manufacturing Data, required for such reporting. Each Party shall ensure that its Affiliates and licensees comply with all such reporting obligations. The Parties also agree to develop and implement such other regulatory approvals that procedures as may be required in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff necessary or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary appropriate to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided each Party remains in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreementcompliance with all reporting requirements imposed by any regulatory authority. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services addition, at the request of either Party, the Parties (or such Party and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate an Additional Partner(s) or other terms third party(ies) with rights to develop Compounds and/or Products) shall enter into a commercially reasonable and conditions are more favorable than those set forth in this Agreementmutually agreeable “Agreement on Exchange Procedures for Safety Information and Adverse Events,” for the purposes of ensuring compliance with reporting requirements with regulatory authorities. 9.3 In the event that 15.3 Regulatory CooperationNotwithstanding any final legislative, regulatory, judicial or other legal action materially affects any material terms provision of this Agreement, Taiho, MG and each Additional Partner (each, an “Enabling Party”) shall cooperate with the other (the “Filing Party”) to comply with specific requests of a Regulatory Authority (such as requests to inspect clinical trial sites or manufacturing facilities, or to provide Manufacturing Data), with respect to Data supplied or to be supplied by the ability Enabling Party to the Filing Party for filing with such Regulatory Authority, or with respect to quantities of AT&T Compound or BellSouth to perform any material terms of Product supplied by the Enabling Party. Each Enabling Party shall ensure that its contractors likewise comply with this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be requiredSection 15.3. In this regard, but without limiting any Enabling Party’s obligations under Article 6, each Enabling Party agrees to provide to a Filing Party solely for filing with Regulatory Authorities, or file itself and provide reference rights to the event that Filing Party, Manufacturing Data (including such new terms are not renegotiated within ninety (90information as is required for the CMC section of an IND or NDA, or a DMF) days after such noticespecifically requested by the Filing Party, as available, which is reasonably necessary for the dispute shall follow Filing Party to obtain, proceed towards and/or maintain regulatory approval for the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this AgreementProducts worldwide.

Regulatory Matters. 9.1 BellSouth (a) Promptly after the date of this Agreement, CrossFirst and Busey shall prepare and file with the SEC the Joint Proxy Statement and Busey shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. The parties shall use reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement. The S-4 shall also, to the extent required under the Securities Act and keeping the regulations promulgated thereunder, register the shares of New Busey Preferred Stock that will be issued in the transaction. Each of Busey and CrossFirst shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, and Busey and CrossFirst shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. Busey shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and CrossFirst shall furnish all information concerning CrossFirst and the holders of CrossFirst Common Stock and CrossFirst Preferred Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings (and in the case of applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger, the Bank Merger and the FRS Membership), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Busey and CrossFirst shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Busey and CrossFirst, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in obtaining advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and maintaining any required approvals for which BellSouth is responsibleto the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and BellSouth shall reasonably cooperate with AT&T participate in obtaining such meetings and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority conferences, in each case subject to file a tariff or make another similar filing (“Filing”) applicable law. As used in order to implement this Agreement, BellSouth shall “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (i) consult with AT&T reasonably in advance of such Filing about from the form Federal Reserve Board, the IDFPR and substance of such Filing, the KOSBC and (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms Sections 3.4 and conditions 4.4 that are more favorable than those set forth in this Agreement. 9.3 In necessary to consummate the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of transactions contemplated by this Agreement, or including the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such noticeMerger, the dispute shall follow Bank Merger and FRS Membership, or those the dispute resolution procedures set forth failure of which to be obtained would reasonably be expected to have, individually or in Section 16 of the General Terms and Conditions of this Agreementaggregate, a Material Adverse Effect on the Surviving Corporation.

Regulatory Matters. 9.1 BellSouth (a) Sterling and Xxxxxx Valley shall promptly prepare and file with the SEC, no later than 30 business days after of the date of this Agreement, the Joint Proxy Statement and Sterling shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of Sterling and keeping Xxxxxx Valley shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Sterling and Xxxxxx Valley shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. Sterling shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Xxxxxx Valley shall furnish all information concerning Xxxxxx Valley and the holders of Xxxxxx Valley Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly (and in the case of the Bank Regulatory Applications, as defined below, within 30 business days of the date of this Agreement) prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger and the Bank Merger (collectively the “Bank Regulatory Applications”)), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Sterling and Xxxxxx Valley shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Xxxxxx Valley or Sterling, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of such Filing about any meeting or conference with any Governmental Entity in connection with the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T to the full benefit extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Sterling or Xxxxxx Valley to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to have a Material Adverse Effect on the rights otherwise provided Surviving Corporation and its Subsidiaries, taken as a whole, or Xxxxxx Valley and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). (c) Sterling and Xxxxxx Valley shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Sterling, Xxxxxx Valley or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Sterling and Xxxxxx Valley shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the event transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the ability of AT&T or BellSouth Federal Reserve Board and the OCC and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to perform any material terms of consummate the transactions contemplated by this Agreement, AT&T including the Merger and the Bank Merger, including the FINRA Approval, or BellSouth maythose the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ninety the Surviving Corporation, Notwithstanding the foregoing, the FINRA Approval shall not constitute a Requisite Regulatory Approval if (901) days' prior to obtaining the FINRA Approval, Xxxxxx Valley shall have completed the disposition of each Broker-Dealer Subsidiary to a third party that is not an affiliate of Xxxxxx Valley or (2) (A) 30 days have elapsed since the filing of the application for the FINRA Approval and such application has not been rejected, (B) Sterling or Xxxxxx Valley shall thereafter notify FINRA that the parties hereto intend to consummate the transactions contemplated by this Agreement pursuant to NASD Rule 1017 without written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiatedapproval from FINRA, and (C) FINRA shall have advised the Parties shall renegotiate parties that it does not expect to disapprove the filing or impose any material restrictions or limitations on the Surviving Corporation or any of its Subsidiaries (including any Broker-Dealer Subsidiary) in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementconnection therewith.

Regulatory Matters. 9.1 BellSouth (a) The parties hereto shall promptly cooperate with each other in the preparation and filing of the Proxy Statement relating to the meeting of shareholders of Seller to be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required in connection with the performance held pursuant to Section 5.2 of its obligations under this Agreement. AT&T Each of Buyer and Seller shall be responsible use its reasonable best efforts to have the Proxy Statement approved for obtaining mailing in definitive form as promptly as practicable and keeping in thereafter Seller shall promptly mail to its shareholders the Proxy Statement. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within 45 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionnotices, franchise authority petitions and other regulatory filings, and to obtain as promptly as practicable all permits, consents, approvals that may be required in connection with its offering and authorizations of services all Governmental Entities and third parties which are necessary or advisable to AT&T end users consummate the transactions contemplated by this Agreement. AT&T Buyer and Seller shall reasonably cooperate with BellSouth have the right to review in obtaining and maintaining any required approvals for which BellSouth is responsibleadvance, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In to the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) extent practicable each will consult with AT&T reasonably the other on, in advance each case subject to applicable laws relating to the exchange of such Filing about information, all the form and substance of such Filing, (ii) provide information which appears in any filing made with or written materials submitted to AT&T its proposed tariff and obtain AT&T's agreement on any third party or any Governmental Entity in connection with the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in transactions contemplated by this Agreement. In no event exercising the foregoing right, each of the parties hereto shall BellSouth file any tariff act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to implement the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The parties hereto agree that purports they will use their reasonable best efforts to govern Services and Elements that is inconsistent with cause the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this AgreementClosing Date to occur by June 30, 2000. 9.3 In (c) Buyer and Seller shall, upon request, furnish each other with all information concerning themselves, their respective Subsidiaries, directors and officers, the event that any final legislative, regulatory, judicial or shareholders of Seller and such other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms matters as may be required. In reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Buyer, Buyer Bank, Merger Sub, Seller or Seller Bank to any Governmental Entity in connection with the event that such new terms are not renegotiated within ninety transactions contemplated hereby. (90d) days after such noticeBuyer and Seller shall promptly furnish each other with copies of written communications received by Buyer or Seller, as the dispute shall follow the dispute resolution procedures set forth in Section 16 case may be, or any of their respective Subsidiaries from, or delivered by any of the General Terms and Conditions foregoing to, any Governmental Entity in respect of this Agreementthe transactions contemplated hereby.

Regulatory Matters. 9.1 BellSouth (a) Bancorp and CBI shall promptly prepare and file with the SEC the Proxy Statement and Bancorp shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be responsible for obtaining included as a prospectus. Each of Bancorp and keeping CBI shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Bancorp and CBI shall thereafter mail the Proxy Statement to their respective shareholders. Bancorp shall also use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and CBI shall furnish all information concerning CBI and the holders of CBI Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Bancorp and CBI shall have the right to review in advance, and to the extent practicable each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to CBI or Bancorp, as the case may be required be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided status of matters relating to completion of the transactions contemplated herein. (c) Bancorp and CBI shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Bancorp, CBI or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Bancorp and CBI shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the event transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementdelayed.

Regulatory Matters. 9.1 BellSouth (a) As promptly as reasonably practicable following the date hereof, Tower and First Xxxxxxx shall cooperate in preparing and each shall cause to be filed with the SEC mutually acceptable Proxy Materials which shall constitute the proxy statement-prospectus relating to the matters submitted to the First Xxxxxxx shareholders and the Tower shareholders at their respective Special Meetings and Tower shall prepare and file with the SEC the Registration Statement. The proxy statement-prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Tower’s prospectus. Each of Tower and First Xxxxxxx shall use reasonable best efforts to have the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Tower and First Xxxxxxx shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Registration Statement received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) of the Proxy Materials or the Registration Statement shall be responsible for obtaining and keeping made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in effect all Federal Communications Commissionthe Registration Statement or Proxy Materials, State Commissionsthis right of approval shall apply only with respect to information relating to the other party or its business, franchise authority and financial condition or results of operations. Tower will use reasonable best efforts to allow First Xxxxxxx to cause the Proxy Materials to be mailed to First Xxxxxxx shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other regulatory approvals that may be required party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Tower Common Stock issuable in connection with the performance Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of its obligations the Registration Statement. If at any time prior to the Effective Time any information relating to Tower or First Xxxxxxx, or any of their respective affiliates, officers or directors, should be discovered by Tower or First Xxxxxxx, which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Materials so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under this Agreement. AT&T which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be responsible promptly filed with the SEC and disseminated to the shareholders of First Xxxxxxx. (b) The information regarding First Xxxxxxx and the First Xxxxxxx Subsidiaries to be supplied by First Xxxxxxx for obtaining inclusion in the Registration Statement will not, at the time the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The information regarding Tower and keeping its Subsidiaries to be supplied by Tower for inclusion in effect all Federal Communications Commissionthe Registration Statement will not, State Commissionat the time the Registration Statement becomes effective, franchise authority and contain any untrue statement of a material fact or omit to state any material fact to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (d) Tower also shall take any action (other regulatory approvals that may than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be required taken under any applicable state securities laws in connection with the Merger and each of First Xxxxxxx and Tower shall furnish all information concerning it and the holders of its offering Common Stock as may be reasonably requested in connection with any such action. (e) Prior to the Effective Time, Tower shall take such action as is necessary in order to list on the Nasdaq Global Market the additional shares of services Tower Common Stock to AT&T end users be issued by Tower in exchange for the shares of First Xxxxxxx Common Stock. (f) Tower and First Xxxxxxx will prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations or waivers thereof of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger). Tower and First Xxxxxxx shall cooperate with each other to effect the foregoing. First Xxxxxxx and Tower shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to First Xxxxxxx or Tower, as the case may be, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity 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 Entity on a confidential basis in connection with the transactions contemplated hereby. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided status of matters relating to contemplation of the transactions contemplated herein. (g) Tower and First Xxxxxxx shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or 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 Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed. (h) First Xxxxxxx shall suspend or terminate its dividend reinvestment plan as soon as practicable after execution of this Agreement and in this Agreement. In no event shall BellSouth file it issue any tariff shares of First Xxxxxxx Common Stock or sell any shares of First Xxxxxxx Common Stock held in treasury under or pursuant to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreementits dividend reinvestment plan. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) First Charter and GBC shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be responsible for obtaining included as a prospectus. Each of First Charter and keeping GBC shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and GBC shall thereafter mail or deliver the Proxy Statement to its shareholders. First Charter shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and GBC shall furnish all information concerning GBC and the holders of GBC Common Stock as may be reasonably requested in connection with any such action. (b) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. GBC and First Charter shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to GBC or First Charter, as the case may be required be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth as promptly as practicable. The parties shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided in status of matters relating to completion of the transactions contemplated by this Agreement. In no event Notwithstanding the foregoing, nothing contained herein shall BellSouth file be deemed to require First Charter to take any tariff action, or commit to implement this Agreement take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that purports would reasonably be expected to govern Services have a Material Adverse Effect (measured on a scale relative to GBC) on either First Charter or GBC (a “Materially Burdensome Regulatory Condition”). (c) Each of First Charter and Elements that is inconsistent GBC shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the rates Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of First Charter, GBC or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Each of First Charter and GBC shall promptly advise the event other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislativeFirst Charter Requisite Regulatory Approval or GBC Requisite Regulatory Approval, regulatoryrespectively, judicial will not be obtained or other legal action materially affects that the receipt of any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as approval may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementmaterially delayed.

Regulatory Matters. 9.1 BellSouth (a) As promptly as reasonably practicable following the date hereof, Wxxxxxx and NewMil shall cooperate in preparing and each shall cause to be filed with the SEC mutually acceptable Proxy Materials which shall constitute the proxy statement-prospectus relating to the matters submitted to the NewMil stockholders at the Special Meeting and Wxxxxxx shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Wxxxxxx Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The proxy statement-prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Wxxxxxx’x prospectus. Each of Wxxxxxx and NewMil shall use reasonable best efforts to have the Proxy Materials cleared by the SEC and the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Wxxxxxx and NewMil shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Materials or to the Registration Statement received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, respectively, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement of the Proxy Materials or the Registration Statement shall be responsible for obtaining made without the approval of both parties, which approval shall not be unreasonably withheld or delayed. Wxxxxxx will use reasonable best efforts to allow NewMil to cause the Proxy Materials to be mailed to NewMil stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Proxy Materials have been approved by the SEC and keeping in effect all Federal Communications Commissionthe Registration Statement has become effective, State Commissionsthe issuance of any stop order, franchise authority and other regulatory approvals that may be required the suspension of the qualification of the Wxxxxxx Common Stock issuable in connection with the performance Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of its obligations the Proxy Materials or any amendment of the Registration Statement. If at any time prior to the Effective Time any information relating to Wxxxxxx or NewMil, or any of their respective affiliates, officers or directors, should be discovered by Wxxxxxx or NewMil, which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Materials so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under this Agreement. AT&T which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be responsible for obtaining promptly filed with the SEC and keeping disseminated to the stockholders of NewMil. (b) Wxxxxxx also shall take any action (other than qualifying to do business in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be required taken under any applicable state securities laws in connection with the Merger and each of NewMil and Wxxxxxx shall furnish all information concerning it and the holders of its offering Common Stock as may be reasonably requested in connection with any such action. (c) Prior to the Effective Time, Wxxxxxx take such action as is necessary in order to list on the New York Stock Exchange the additional shares of services Wxxxxxx Common Stock to AT&T end users be issued by Wxxxxxx in exchange for the shares of NewMil Common Stock. (d) Wxxxxxx and NewMil will prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations or waivers thereof of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). Wxxxxxx and NewMil shall cooperate with each other to effect the foregoing. NewMil and Wxxxxxx shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to NewMil or Wxxxxxx, as the case may be, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity 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 Entity on a confidential basis in connection with the transactions contemplated hereby. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided in this Agreement. In no event status of matters relating to contemplation of the transactions contemplated herein. (e) Wxxxxxx and NewMil shall BellSouth file promptly advise each other upon receiving any tariff to implement communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that purports to govern Services and Elements that there is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval) will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementdelayed.

Regulatory Matters. 9.1 BellSouth (a) The Partnership and the Corporation shall promptly prepare and the Partnership shall file with the SEC the S-4, in which the Proxy Statement will be responsible included as a prospectus. The Partnership shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Corporation and Partnership shall promptly thereafter mail the Proxy Statement to their respective stockholders and unitholders. The Partnership shall also use reasonable efforts to obtain any necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and obtain the approval for obtaining listing on the NYSE of the Depositary Units to be issued in the Merger. Each party shall immediately notify the other party in writing in the event that such party becomes aware that the S-4 or Proxy Statement at any time contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or that the S-4 or the Proxy Statement otherwise is required to be amended or supplemented, which notice shall specify, in reasonable detail, the circumstances thereof. (b) The parties hereto shall cooperate with each other and keeping in use reasonable efforts to prepare and file promptly all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise petitions and filings, to obtain as promptly as practicable all permits, consents, approvals, and authorizations of all third parties and governmental agencies and regulatory authorities that are necessary or advisable to consummate the transactions contemplated by this Agreement and (subject to Sections 11.4 and 11.5) to comply with the terms and conditions of all such permits, consents, approvals, and authorizations and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Partnership or the Corporation, as the case may be, which appear in any filing made with, or written materials submitted to, any third party or any governmental authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth in each other with respect to the obtaining and maintaining any required approvals for which BellSouth is responsibleof all permits, consents, approvals, and BellSouth shall reasonably cooperate with AT&T in obtaining authorizations of all third parties and maintaining any required approvals for which AT&T is responsible. 9.2 In governmental authorities necessary or advisable to consummate the event that BellSouth is required transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided status of matters relating to completion of the transactions contemplated herein. (c) The Partnership and the Corporation shall, upon request, furnish each other with all information concerning themselves, their respective partners, directors, officers, and stockholders or unitholders, and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates and Proxy Statement or the S-4 or any other terms and conditions set forth statement, filing, notice, or application made by or on behalf of the Partnership or the Corporation to the SEC or any other governmental authority in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in connection with the transactions contemplated by this Agreement. 9.3 In (d) The Partnership and the event that Corporation shall promptly advise each other upon receiving any final legislative, regulatory, judicial communication from any Person whose consent or other legal action materially affects any approval is required for consummation of the transactions contemplated by this Agreement which seeks to impose material terms conditions upon the grant of this Agreementsuch approval or consent, or the ability of AT&T or BellSouth which causes such party to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require believe that there is a reasonable likelihood that such terms consent or approval will not be renegotiatedobtained, and or that the Parties shall renegotiate in good faith such mutually acceptable new terms as may receipt thereof will be required. In the event that such new terms are not renegotiated within ninety (90) days after such noticedelayed beyond June 15, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement1998.

Regulatory Matters. 9.1 BellSouth (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective Specified Efforts to (i) take, or cause to be responsible for taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby (including the Merger and the Bank Merger), including obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals any third-party consent or waiver that may be required to be obtained in connection with the performance transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition Law), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of its obligations under all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals, and in the case of the Regulatory Approvals, no later than forty-five (45) days after the date hereof. AT&T Each of Parent and Company shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals use their Specified Efforts to resolve any objections that may be required asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. (b) Subject to applicable Laws relating to the exchange of information, Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with its offering any statement, filing, notice or application made by or on behalf of services Parent, Company or any of their respective Subsidiaries to AT&T end users any Governmental Entity in connection with the transactions contemplated by this Agreement. AT&T Parent and Company shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In have the event that BellSouth is required by any governmental authority right to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of such Filing about information, any filing made or proposed to be made with, or written materials submitted or proposed to be submitted to, any third party or any Governmental Entity in connection with the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in transactions contemplated by this Agreement. In no event exercising the foregoing right, each of the parties hereto shall BellSouth file act reasonably and as promptly as practicable. (c) Subject to applicable Law (including applicable Laws relating to the exchange of information), Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Law, (i) each of Parent and Company shall promptly furnish the other with copies of the nonconfidential portions of notices or other communications received by it or any tariff of its Subsidiaries (or written summaries of communications received orally), from any third party or Governmental Entity with respect to implement the transactions contemplated by this Agreement that purports Agreement, and (ii) each of Parent and Company shall provide the other a reasonable opportunity to govern Services review in advance, and Elements that is inconsistent with to the rates and extent practicable accept the reasonable comments of the other terms and conditions set forth in connection with, any proposed nonconfidential written communication to, including any filings with, any Governmental Entity, in each case subject to applicable Laws relating to the exchange of information. Any such disclosures may be made on an outside counsel-only basis to the extent required under applicable Law. (d) Notwithstanding the foregoing, nothing contained in this Agreement unless such rate shall be deemed to require any party hereto to take any action, or other terms and conditions are more favorable than those set forth commit to take any action, or agree to any condition or restriction, in this Agreement. 9.3 In the event connection with obtaining any Regulatory Approval that any final legislativewould (i) reasonably be expected to be materially burdensome on, regulatory, judicial or other legal action materially affects impair in any material terms respect the benefits of the transactions contemplated by this AgreementAgreement to Parent or Company or (ii) require a material modification of, or the ability of AT&T or BellSouth to perform impose any material terms limitation or restriction on, the activities, governance, legal structure, compensation or fee arrangements of this AgreementParent or any of its Subsidiaries (any of the foregoing, AT&T a “Burdensome Condition”); provided, however, that the following shall not be deemed to be included in the preceding list and shall not be deemed a “Burdensome Condition”: any restraint, limitation, term, requirement, provision or BellSouth maycondition that applies generally to bank holding companies and banks as provided by applicable Law or written and publicly available supervisory guidance of general applicability, in each case, as in effect on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementhereof.

Regulatory Matters. 9.1 BellSouth (a) MGIC and Radian shall promptly prepare and file with the SEC the Joint Proxy Statement and MGIC shall promptly (and in any case within 20 business days of the date of this Agreement) prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of MGIC and keeping Radian shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and MGIC and Radian shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. MGIC shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Radian shall furnish all information concerning Radian and the holders of Radian Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings (including the filing under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. MGIC and Radian shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Radian or MGIC, as the case may be required be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided status of matters relating to completion of the transactions contemplated herein. (c) MGIC and Radian shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of MGIC, Radian or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) MGIC and Radian shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the event transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementdelayed.

Regulatory Matters. 9.1 BellSouth (a) Buyer shall promptly (and in any event within 60 days after the date hereof) prepare and file with the SEC the Form S-4. Buyer shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Seller and Buyer shall promptly prepare and thereafter mail or deliver the Proxy Statements, as applicable, to each of its shareholders. Buyer shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Seller shall furnish all information concerning Seller and the holders of Seller Common Stock as may be responsible for obtaining reasonably requested in connection with any such action. (b) The Parties shall cooperate with each other and keeping in use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (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 third parties or Governmental Entities provided, however, that Buyer and Buyer Bank, as applicable, shall file applications with (i) the Federal Communications CommissionReserve Board, State Commissions(ii) the North Carolina Office of the Commissioner of Banks, franchise authority and (iii) the FDIC, in each case no later than 30 days following the date of this Agreement. Seller and Buyer shall have the right to review in advance and, to the extent practicable, each will consult the other regulatory approvals on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Seller or Buyer, as the case may be, and any of their respective Subsidiaries, that may be required appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the Parties shall act reasonably cooperate and as promptly as practicable. The Parties shall consult with BellSouth in each other with respect to the obtaining of all permits, consents, approvals and maintaining any required approvals for which BellSouth is responsible, authorizations of all third parties and BellSouth shall reasonably cooperate with AT&T in obtaining Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and maintaining any required approvals for which AT&T is responsible. 9.2 In each Party will keep the event that BellSouth is required other apprised of the status of matters relating to completion of the transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth provided, further, that the Parties shall promptly notify each other in writing of any material notice (iwritten or otherwise) consult or material communication (written or otherwise) from any Governmental Entity in connection with AT&T reasonably the consents and approvals to be obtained in advance of such Filing about connection with the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in transactions contemplated by this Agreement. In no event Notwithstanding the foregoing, nothing contained herein shall BellSouth file be deemed to require Buyer to take any tariff action, or commit to implement this Agreement take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that purports would reasonably be expected to govern Services have a Material Adverse Effect on Buyer, giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). (c) Each of Buyer and Elements that is inconsistent Seller shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the rates Proxy Statements, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Buyer, Seller or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Each of Buyer and Seller shall promptly advise the event other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any final legislativeBuyer Requisite Regulatory Approval or Seller Requisite Regulatory Approval, regulatoryrespectively, judicial will not be obtained or that the receipt of any such approval may be materially delayed or subject to a Materially Burdensome Regulatory Condition. (e) The information relating to each Party and their respective Subsidiaries that is provided by such Party or its representative for inclusion in any application, notification or other legal action materially affects document filed with any material terms of Regulatory Agency or Governmental Entity in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the ability of AT&T or BellSouth to perform any material terms of this Agreementstatements therein, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 light of the General Terms and Conditions of this Agreementcircumstances in which they are made, not misleading.

Regulatory Matters. 9.1 BellSouth (a) The Company shall be responsible for obtaining promptly prepare and keeping in file with the SEC the Proxy Statement/Prospectus, and the Buyer shall promptly prepare and file with the SEC the S-4. Each of the Buyer and the Company shall use reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and thereafter to mail the Proxy Statement/Prospectus to stockholders of the Company. (b) Subject to subsection (e) below, the parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and other regulatory filings and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties or Governmental Entities that may be required in connection with are necessary or advisable to consummate the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T The Company and the Buyer shall reasonably cooperate with BellSouth have the right to review in obtaining and maintaining any required approvals for which BellSouth is responsibleadvance, and BellSouth shall reasonably cooperate with AT&T to the extent practicable each will consult the other on, in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In each case subject to applicable Laws relating to the event that BellSouth is required by any governmental authority exchange of information, all the information relating to file a tariff the Company or make another similar filing (“Filing”) the Buyer, as the case may be, and, in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit case of the rights otherwise provided Buyer, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In no event exercising the foregoing right, each of the parties hereto shall BellSouth file any tariff act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to implement the obtaining of all permits, consents, approvals and authorizations of all third parties or Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement that purports and each party will keep the other apprised of the status of matters relating to govern Services consummation of the transactions contemplated hereby. (c) The Buyer and Elements that is inconsistent the Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the rates Proxy Statement/Prospectus and the S-4 or any other terms statement, filing, notice or application made by or on behalf of the Buyer, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and conditions set forth in this Agreement unless such rate or the other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) The Buyer and the event that Company shall cooperate to keep each other reasonably apprised of material written communications received by the Buyer, on the one hand, or the Company, on the other hand, or any final legislativeof their respective Subsidiaries from, regulatoryor delivered by any of the foregoing to, judicial or other legal action materially affects any material terms Governmental Entity in respect of the transactions contemplated by this Agreement, or in each case to the ability of AT&T or BellSouth extent permitted by Law. (e) The Buyer hereby agrees to perform any material terms of this Agreementuse its reasonable best efforts to file all state, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following federal and foreign regulatory applications and notices required to consummate the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this AgreementMerger.

Regulatory Matters. 9.1 BellSouth (a) Promptly after the date of this Agreement, BANC and PACW shall prepare and file with the SEC the Joint Proxy Statement and BANC shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. The parties shall use reasonable best efforts to file the S-4, in which a preliminary joint proxy statement relating to the meetings of PACW’s stockholders and keeping BANC’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, by 5:30 p.m. Eastern Time on August 24, 2023. The S-4 shall also, to the extent permitted by the Securities Act, register the shares of New BANC Preferred Stock (or depositary shares in lieu thereof) that will be issued in the Second Step Merger. Each of BANC and PACW shall use its reasonable best efforts to have the S-4 declared effective by the SEC under the Securities Act as promptly as practicable after such filing, and BANC and PACW shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. BANC shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and PACW shall furnish all information concerning PACW and the holders of PACW Common Stock and PACW Preferred Stock, as well as any PACW Insider, as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings (and in the case of applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings by 5:30 p.m. Eastern Time on August 14, 2023), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers, the FRS Membership, the Bank Merger and the BANC Share Issuance), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Each of BANC and PACW shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to PACW or BANC, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in obtaining advance of any substantive meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and maintaining any required approvals for which BellSouth is responsibleparticipate in such meetings and conferences, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority each case subject to file a tariff or make another similar filing (“Filing”) applicable Law. As used in order to implement this Agreement, BellSouth shall “Requisite Regulatory Approvals” means all regulatory permits, authorizations, consents, Orders or approvals (iand the expiration or termination of all statutory waiting periods in respect thereof) consult with AT&T reasonably in advance of such Filing about from the form Federal Reserve and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably CDFPI that are necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T consummate the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of transactions contemplated by this Agreement, or including the ability of AT&T or BellSouth to perform any material terms of this AgreementMergers, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, FRS Membership and the Parties shall renegotiate Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such noticeaggregate, a Material Adverse Effect on the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this AgreementSurviving Corporation.

Regulatory Matters. 9.1 BellSouth (a) Xxxxx Fargo and Norwest shall promptly prepare and file with the SEC the Joint Proxy Statement and Norwest shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of Xxxxx Fargo and keeping Norwest shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Xxxxx Fargo and Norwest shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. Norwest shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and Xxxxx Fargo shall furnish all information concerning Xxxxx Fargo and the holders of Xxxxx Fargo Capital Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger) and the Option Agreements, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Xxxxx Fargo and Norwest shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Norwest or Xxxxx Fargo, as the case may be required be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T the full benefit Option Agreements and each party will keep the other apprised of the rights otherwise provided status of matters relating to completion of the transactions contemplated herein. (c) Xxxxx Fargo and Norwest shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Xxxxx Fargo, Norwest or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Xxxxx Fargo and Norwest shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the event transactions contemplated by this Agreement or the Option Agreements that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementdelayed.

Regulatory Matters. 9.1 BellSouth (a) Purchaser and each Seller shall (i) take, or cause to be responsible for taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that any third party consent which may be required to be obtained in connection with the performance of its obligations under this Agreement. AT&T shall transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be responsible for obtaining and keeping in effect all Federal Communications Commissionobtained by Sellers or Purchaser, State Commissionrespectively, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users the transactions contemplated by this Agreement. AT&T The parties hereto shall reasonably cooperate with BellSouth in obtaining each other and maintaining any required approvals for which BellSouth is responsiblepromptly prepare and file all necessary documentation, and BellSouth shall reasonably cooperate with AT&T in obtaining to effect all applications, notices, petitions and maintaining any required filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals for and authorizations of all third parties and Governmental Entities which AT&T is responsible. 9.2 In are necessary or advisable to consummate the event that BellSouth is required transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event Purchaser and Sellers shall BellSouth file have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the rates transactions contemplated by this Agreement. For purposes of this Section 7.1(a), in taking each of the foregoing actions each party shall be required only to use reasonable best efforts. (b) Purchaser and Sellers shall, upon request, furnish each other terms with all information concerning Purchaser, Sellers, Company and conditions set forth their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in this Agreement unless such rate connection with any statement, filing, notice or other terms and conditions are more favorable than those set forth application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) Without limiting the generality of Section 5.03, each of Seller and Purchaser shall, or shall be responsible cause their respective Subsidiaries and Affiliates to, use commercially reasonable efforts (i) as promptly as practicable, to make any filing with the FTC and the DOJ required under the HSR Act with respect to the transactions contemplated by the Transaction Agreements, (ii) as promptly as practicable, to take all actions necessary to submit a notification within the meaning of Article 4(1) of the EC Merger Regulation in respect of the transactions contemplated by the Transaction Agreements, (iii) as promptly as practicable, to make, or cause its Subsidiaries and Affiliates to make, any filing or notice required or advisable under any other antitrust, trade regulation, competition, communications, foreign investment or other law or regulation applicable to the Transaction Agreements or the transactions contemplated thereby and (iv) to provide any supplemental information requested in connection with such filings made under the HSR Act, the EC Merger Regulation or such other Applicable Law as promptly as practicable after such request is made. Each of Seller and Purchaser shall, and shall cause their respective Subsidiaries and Affiliates to, furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission which is necessary or appropriate under the HSR Act, the EC Merger Regulation or such other Applicable Law or which is otherwise requested by the FTC, the DOJ, the European Commission or any other Governmental Authority in the course of any review of the transactions contemplated by the Transaction Agreements. Seller and Purchaser shall keep each other apprised of the status of any communications with, and inquiries or requests for obtaining additional information from, the FTC, the DOJ, the European Commission or any other Governmental Authority. (b) Without limiting the generality of Section 5.03, promptly following the execution and keeping in effect all Federal Communications Commissiondelivery by the Parties of this Agreement, State Commissionsthe Parties shall, franchise authority and other regulatory approvals that to the extent necessary or advisable, enter into discussions with the Governmental Authorities from whom consents or non-actions are or may be required to be obtained in connection with the performance consummation of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users the transactions contemplated by this Agreement. AT&T shall the Transaction Agreements and use commercially reasonable efforts to obtain all such required consents or non-actions from such Governmental Authorities, in each case with respect to the transactions contemplated by the Transaction Agreements, so as to enable the Initial Closing to occur by the Target Initial Closing Date and the Subsequent Closings to occur as soon as reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsiblepossible thereafter. 9.2 In (c) Without limiting the event that BellSouth is required by any governmental authority generality of Section 5.03, to file a tariff or make another similar filing (“Filing”) the extent necessary in order to implement accomplish the foregoing, Purchaser shall propose, negotiate, agree or commit to and effect, by mitigation agreement, consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, or prohibition or limitation on the ownership or operation by it or any of its Subsidiaries or Affiliates of, any portion of the business, properties or assets of Purchaser or any of its Subsidiaries or Affiliates or the Transferred Assets; provided, however, that Purchaser shall not be required pursuant to this Agreement, BellSouth shall Section 5.04 to (i) consult with AT&T reasonably in advance propose, commit to or effect any action that is not conditioned upon the consummation of such Filing about the form and substance of such Filingtransactions contemplated by the Transaction Agreements, (ii) provide commit to AT&T or effect any sale, divestiture or disposition of, or prohibition or limitation with respect to the ownership or operation by it or any of its proposed tariff Affiliates of, any material portion of (x) the Transferred Assets or the Customer Care Business, (y) the properties or assets of Purchaser or any of its Subsidiaries, taken as a whole, or (z) the global business services business of Purchaser and obtain AT&T's agreement on the form and substance of such Filingits Subsidiaries, and or (iii) take all steps reasonably necessary commit to ensure that or effect any such Filing imposes obligations upon BellSouth that are no less favorable than those provided sale, divestiture, disposition or prohibition or limitation on its ownership or conduct as contemplated by this Section before Seller substantially complies with a Request for Additional Information issued by the FTC or DOJ pursuant to the regulations adopted under the HSR Act. (d) Purchaser shall, to the extent not prohibited by Applicable Law or the relevant Governmental Authority, (1) seek prior consultation with Seller regarding any proposals it, or any of its Subsidiaries or Affiliates, intends to make to any Governmental Authority in this Agreement and preserves for AT&T order to obtain the full benefit satisfaction of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate Section 8.01(b), 8.02, 9.01(b) or 9.02 and (2) offer to include Seller and its external legal counsel at meetings (including scheduled telephone calls) with any Governmental Authority relating to the Transaction Agreements or the transactions contemplated by the Transaction Agreements. Each Party shall, to the extent not prohibited by Applicable Law or the relevant Governmental Authority, (i) give the other Party reasonable advance notice of all meetings (which includes scheduled telephone calls) with any Governmental Authority relating to the HSR Act, the EC Merger Regulation or any other antitrust, trade regulation, competition, communications, foreign investment or other terms Applicable Law applicable to the Transaction Agreements or the transactions contemplated thereby (“Relevant Matters”), (ii) not participate independently in any meeting (which includes scheduled telephone calls) with any Governmental Authority relating to Relevant Matters without first giving the other Party (and conditions the other Party’s external legal counsel) an opportunity to attend and participate in such meeting, (iii) to the extent practicable, give the other Party reasonable advance notice of all oral communications (other than scheduled telephone calls, which are more favorable dealt with in (i) and (ii) above) with any Governmental Authority relating to Relevant Matters and give the other Party (and its external legal counsel) an opportunity to participate in such communications, (iv) if any Governmental Authority initiates an oral communication relating to Relevant Matters or to the extent it is not practicable to give the other Party advance notice of any oral communication (other than those set forth scheduled telephone calls, which are dealt with in (i) and (ii) above) in accordance with (iii) above, promptly notify the other Party of the substance of such communication, (v) provide the other Party (and its external legal counsel) with a reasonable advance opportunity to review and comment upon and consider in good faith all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) to be made or submitted by or on behalf of the other Party to any Governmental Authority relating to Relevant Matters and (vi) promptly provide the other Party with copies of all written communications to or from any Governmental Authority relating to Relevant Matters; provided that each Party shall not be obligated to disclose competitively sensitive material to the other Party and may, as it deems advisable or necessary, withhold or redact such competitively sensitive material, and such material shall only be provided on an outside counsel basis. Each of Seller and Purchaser shall not, and shall cause their respective Subsidiaries and Affiliates not to, (I) extend any waiting period or agree to refile under the HSR Act or the EC Merger Regulation (except with the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed), (II) enter into any agreement with the FTC, the DOJ or the European Commission agreeing not to consummate the transactions contemplated by the Transaction Agreements (except with the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed), or (III) otherwise willfully delay or obstruct the procedures under the HSR Act or the EC Merger Regulation, or fail to take any action necessary for obtaining clearance or approval from the FTC, the DOJ or the European Commission (except with the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed). (e) Each of Seller and Purchaser shall not take, or omit to take, any action if such action or omission is reasonably likely to materially interfere with or materially delay the consummation of the transactions contemplated by the Transaction Agreements or the satisfaction of any condition thereto. (f) Each of Seller and Purchaser, and their respective Subsidiaries and Affiliates, will coordinate and cooperate fully with each other in developing information with respect to regulatory issues and providing such assistance as the other Party may reasonably request in connection with regulatory reviews. Each Party will consult and cooperate with the other Party and will consider in good faith the views of the other Party in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) Parent and Company shall prepare the F-4 and the Proxy Statement promptly and in no event later than thirty (30) days after the date of this Agreement. Parent shall thereupon file the F-4, in which the Proxy Statement will be responsible for obtaining included as a prospectus, with the SEC. Each of Parent and keeping Company shall use its reasonable best efforts to have the F-4 declared effective under the Securities Act as promptly as practicable after such filing, and Company shall thereafter file the Proxy Statement with the SEC and mail or deliver the Proxy Statement to its stockholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (b) Subject to other provisions of this Agreement, the parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than forty (40) days after the date of this Agreement, Parent and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other regulatory approvals in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and Company shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. Each party will provide the other with BellSouth copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the exchange of information. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and maintaining any required approvals for which BellSouth is responsible, authorizations of all third parties and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In Governmental Entities necessary or advisable to consummate the event that BellSouth is required transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; provided that each party shall be permitted to respond to inbound telephone calls or other inquiries from any Governmental Entity, and to provide informal status updates to a Governmental Entity, in each case without consulting in advance with the other party; provided, further, that Parent shall be permitted to redact from copies provided to Company of written materials submitted or intended for submission by Parent to OSFI, information relating to the business or operations of Parent to the extent that access to such information is not required for Company to reasonably assess the status of matters relating to consummation of the transactions contemplated by this Agreement, and Parent need not include Company in meetings or conferences, or portions of meetings or conferences, between Parent (or any of its affiliates) and OSFI in which the business or operations of Parent will be discussed with OSFI, provided that if such a discussion is germane to the status of matters relating to the consummation of the transactions contemplated by this Agreement, Parent will promptly inform Company of the occurrence of such a meeting and the general subject discussed and provide Company with summary information conveying the import of the matters discussed. (c) In furtherance and not in limitation of the foregoing, each of Parent and Company shall use its reasonable best efforts to 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. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or Company to take, or commit to take, any action or agree to any condition or restriction that would reasonably be likely to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, giving effect to the Merger (with such materiality measured on a scale relative to Company and its Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”). (d) Parent and Company shall, upon request, furnish each other with all information to which they have access concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the F-4 or any other statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Each of Parent and Company agrees, as to itself and its Subsidiaries, (i) consult with AT&T reasonably that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in advance the F-4 will, at the time the F-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of such Filing about a material fact or omit to state any material fact required to be stated therein or necessary to make the form statements therein not misleading and substance of such Filing, (ii) provide that none of the information supplied or to AT&T its proposed tariff be supplied by it for inclusion or incorporation by reference in the Proxy Statement and obtain AT&T's agreement on any amendment or supplement thereto will, at the form date of mailing to shareholders and substance at the time of such Filingthe Company Meeting, and (iii) take all steps reasonably contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided make the statements therein, in this Agreement and preserves for AT&T the full benefit light of the rights otherwise provided circumstances under which such statement was made, not misleading. Each of Parent and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in this Agreement. In no event the F-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the F-4 or the Proxy Statement. (e) Parent and Company shall BellSouth file promptly advise each other upon receiving any tariff to implement communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that purports causes such party to govern Services believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed. (f) Parent shall, and Elements that is inconsistent shall cause the Surviving Company to, comply with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement“reporting requirements” of Treasury Regulations Section 1.367(a)-3(c)(6). 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth shall (a) For the purposes of holding the Oritani Shareholders Meeting and the Valley Shareholders Meeting (each as defined in Section 5.7) and qualifying under applicable federal and state securities laws the Valley Common Stock to be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required issued to Oritani shareholders in connection with the performance Merger, as soon as practicable, but in no event later than sixty (60) days following the date of its obligations under this Agreement, the parties shall (i) jointly prepare, and Valley shall file with the SEC, a Registration Statement on Form S-4, including a prospectus and (ii) jointly prepare, and Valley shall file with the SEC, a proxy statement, satisfying all applicable requirements of applicable state and federal laws, including the Securities Act, the Exchange Act and applicable state securities laws and the rules and regulations thereunder (such proxy statement and prospectus in the form mailed by Valley and Oritani to its respective shareholders together with any and all amendments or supplements thereto, being herein referred to as the “Joint Proxy Statement-Prospectus” and the various documents to be filed by Valley under the Securities Act with the SEC to register the Valley Common Stock for sale, including the Joint Proxy Statement-Prospectus, are referred to herein as the “Registration Statement”). AT&T Prior to the filing of the Joint Proxy Statement-Prospectus and the Registration Statement, each party shall be responsible for obtaining consult with the other party with respect to such filings and keeping shall afford the other party and their representatives reasonable opportunity to comment thereon. (b) Each party shall furnish to the other party with such information concerning itself and its affiliates as is necessary in effect all Federal Communications Commissionorder to cause the Joint Proxy Statement-Prospectus and Registration Statement to comply with Section 5.6(a) hereof. Each party agrees promptly to advise the other party if at any time prior to the Effective Time, State Commission, franchise authority any information provided by such party in the Joint Proxy Statement-Prospectus or Registration Statement becomes incorrect or incomplete in any material respect and promptly to provide the information needed to correct such inaccuracy or omission. Each party shall promptly furnish to the other regulatory approvals that party such supplemental information as may be required necessary in order to cause the Joint Proxy Statement-Prospectus or Registration Statement to comply with Section 5.6(a) hereof. The information relating to a party to be provided for inclusion or incorporation by reference in the Joint Proxy Statement-Prospectus or Registration Statement, any filing pursuant to Rule 165 or Rule 425 under the Securities Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. (c) Valley shall as promptly as practicable make such filings, if any, as are necessary in connection with its the offering of services the Valley Common Stock with applicable state securities agencies and shall use all reasonable efforts to AT&T end users qualify the offering of such stock under applicable state securities laws at the earliest practicable date. Oritani shall promptly furnish Valley with such information regarding Oritani shareholders as Valley requires to enable it to determine what filings are required hereunder. Oritani authorizes Valley to utilize in such filings the information concerning Oritani and the Bank provided to Valley in connection with, or contained in, the Joint Proxy Statement-Prospectus. Valley shall furnish Oritani’s counsel with copies of all such filings and keep Oritani advised of the status thereof. Valley shall promptly notify Oritani of all communications, oral or written, with the SEC concerning the Registration Statement and the Joint Proxy Statement-Prospectus. (d) Valley shall cause the Valley Common Stock issuable pursuant to the Merger (including shares of Valley Common Stock to be reserved for issuance upon the exercise of Valley Stock Options), to be listed on NASDAQ at the Effective Time. (e) The parties hereto will cooperate with each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement as soon as possible, including, without limitation, those required by the OCC, the FRB, NASDAQ, the Department of Treasury of the State of New Jersey and the Secretary of State of the State of Delaware. The parties shall each have the right to review in advance and comment on all information relating to the other, as the case may be, which appears in any filing made with, or written material submitted to, any third party or governmental body in connection with the transactions contemplated by this Agreement. AT&T Valley and VNB shall reasonably use their best efforts to cause their applications to the OCC and the application or waiver request to the FRB to be filed within sixty (60) days of the date of this Agreement. Oritani shall cooperate with BellSouth Valley to provide all information requested in writing by Valley to complete such application within ten (10) days of request from Valley. Valley shall provide to Oritani drafts of all filings and applications referred to in this Section 5.6(e) and shall give Oritani the opportunity to comment thereon prior to their filing. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Valley or Oritani to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and maintaining any required approvals for which BellSouth is responsibleauthorizations of governmental entities that would reasonably be expected to have a Material Adverse Effect on Valley following the merger, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). In furtherance and not in limitation of the foregoing, each of Valley and Oritani shall use its reasonable best efforts to, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority cause its Subsidiaries to file a tariff or make another similar filing (“Filing”) in order to implement this Agreementuse reasonable best efforts to, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about avoid the form entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and substance of such Filing, (ii) avoid or eliminate each and every impediment under any applicable law so as to enable the Closing to occur as soon as possible; provided, however, that nothing contained in this Agreement shall require Valley or Oritani to take any actions specified in this Section 5.6(e) that would reasonably be expected to constitute or result in a Materially Burdensome Regulatory Condition. (f) Each of the parties will promptly furnish each other with copies of written communications received by them or any of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (g) Between the date of this Agreement and the Effective Time, Oritani shall cooperate with Valley, consistent with legal requirements, to prepare and assist for the prompt conversion of Oritani’s systems and procedures post-closing and other post-closing merger integration. (h) Oritani acknowledges that Valley is in or may be in the process of acquiring other bank holding companies, banks, financial institutions, and/or other entities and that in connection with other acquisitions, information concerning Oritani may be required to be included in the registration statements, if any, for the issuance of securities of Valley or in Valley Reports in connection with other acquisitions. Oritani agrees to provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such FilingValley with any information, and (iii) take all steps certificates, documents or other materials about Oritani as are reasonably necessary to ensure that be included in such Filing imposes obligations upon BellSouth that other SEC reports or registration statements, including the Registration Statement referenced in Section 5.6(a) and any other registration statements which may be filed by Valley prior to the Effective Time. Oritani shall use its reasonable efforts to cause its attorneys and accountants to provide Valley and any underwriters for Valley with any consents, opinion letters, reports or information which are no less favorable than those provided in this Agreement necessary to complete the registration statements and preserves applications for AT&T the full benefit any other acquisition or issuance of the rights otherwise provided in this Agreementsecurities. In no event Valley shall BellSouth reimburse Oritani for all expenses reasonably incurred by Oritani related to another acquisition by Valley. Valley shall not file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth SEC any registration statement or amendment or supplement containing information regarding Oritani unless Oritani shall have consented to the disclosure contained in this Agreement unless such rate the filing, which consent shall not be unreasonably delayed or other terms and conditions are more favorable than those set forth in this Agreementwithheld. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) Seller, with the cooperation of Buyer, shall be responsible for obtaining promptly prepare and keeping in file the Proxy Statement relating to the meeting of shareholders of Seller and thereafter Seller shall promptly mail to its shareholders the Proxy Statement. (b) The Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within 60 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties which are necessary or advisable to consummate the Transactions. Each Party shall have the right to review in advance, and to the extent practicable each will consult with the other regulatory approvals that may be required on, in each case subject to applicable laws relating to the exchange of information, all the information which appears in any filing made by the other Party with, or written materials submitted by the other Party, to any third party or any Governmental Entity in connection with the performance Transactions. In exercising the foregoing right, each Party shall act reasonably and as promptly as practicable. The Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions and each Party will keep the other apprised of the status of matters relating to completion of the Transactions. The Parties agree that they will use their reasonable best efforts to cause the Closing Date to occur not later than March 31, 2002. (c) Each Party shall, upon request, furnish the other Party with all information concerning itself, its obligations under this Agreement. AT&T shall be responsible for obtaining Subsidiaries, directors and keeping in effect all Federal Communications Commissionofficers, State Commission, franchise authority the shareholders of Seller and such other regulatory approvals that matters as may be required reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of any Party or its offering of services Subsidiaries to AT&T end users contemplated by this Agreement. AT&T shall reasonably cooperate any Governmental Entity in connection with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsiblethe Transactions. 9.2 In (d) Each Party shall promptly furnish the event that BellSouth is required other Party with copies of written communications received by it or any of its Subsidiaries from, or delivered by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided foregoing to, any Governmental Entity in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 respect of the General Terms and Conditions of this AgreementTransactions.

Regulatory Matters. 9.1 BellSouth (a) Parent and the Company shall promptly prepare and file with the SEC, no later than 30 business days after of the date of this Agreement, the Joint Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of Parent and keeping the Company shall cooperate in respect of the form and content of any other communication with shareholders of the Company. Each of Parent and the Company shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and the Company shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly (and in the case of the regulatory applications to the Federal Reserve Board, the OCC and the NJ Department within 30 business days of the date of this Agreement) prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Integrated Mergers 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. Parent and the Company shall have the right to review in advance, and, to the extent practicable, each will consult with the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information (and subject to necessary redactions relating to confidential or sensitive information), all the information relating to the Company or Parent, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in obtaining advance of any formal meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and maintaining any required approvals for which BellSouth is responsibleto the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and BellSouth shall reasonably cooperate with AT&T participate in obtaining such meetings and maintaining any required approvals for which AT&T is responsible. 9.2 In conferences. Notwithstanding the event that BellSouth is required by any governmental authority foregoing or anything to file a tariff or make another similar filing (“Filing”) the contrary in order to implement this Agreement, BellSouth nothing contained herein shall be deemed to require Parent or the Company to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to have a Material Adverse Effect (imeasured on a scale relative to the Company) consult on any of Parent, the Company or the Surviving Corporation, after giving effect to the Integrated Mergers (a “Materially Burdensome Regulatory Condition”). (c) Parent and the Company shall, upon request, furnish each other with AT&T reasonably in advance of all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps other matters as may be reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided or advisable in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Integrated Mergers, the Bank Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Parent and the event Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the ability of AT&T or BellSouth Federal Reserve Board, the OCC and the NJ Department and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to perform any material terms of consummate the transactions contemplated by this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following including the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, Integrated Mergers and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such noticeBank Merger, the dispute shall follow failure of which to be obtained would reasonably be expected to have, individually or in the dispute resolution procedures set forth in Section 16 of aggregate, a Material Adverse Effect on the General Terms and Conditions of this AgreementSurviving Corporation.

Regulatory Matters. 9.1 BellSouth (a) Subject to the receipt of reasonable cooperation from FTC, BancPlus shall promptly prepare and file with the SEC, no later than Forty (40) business days after the date of this Agreement, the Proxy Statement and the Form S-4. The parties shall use their respective reasonable best efforts in consultation with their respective legal counsel to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and FTC shall thereafter promptly mail or deliver the Proxy Statement to its shareholders. BancPlus shall also use reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and FTC shall promptly furnish all information concerning FTC and the holders of FTC Capital Stock as may be reasonably requested in connection with any such action. If at any time (i) any event occurs with respect to any party or (ii) any change in the information relating to any of the parties, or their respective affiliates, officers or directors, supplied by a party for inclusion in the Proxy Statement or the Form S-4 should be discovered by a party, which event or changed information should be described or set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then the party which discovers such event or information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such event or information shall be responsible for obtaining promptly filed with the SEC and keeping in mailed, delivered or otherwise made available to the shareholders of FTC. (b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to take, or cause to be taken, all actions reasonably necessary, proper or advisable to comply with all legal requirements applicable to the transactions contemplated hereby, including to promptly prepare and file and cause their applicable Subsidiaries to promptly prepare and file all necessary documentation to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and other regulatory filings, to obtain as promptly as practicable all permits, consents, waivers, approvals that may be required and authorizations of all third parties and Governmental Entities or Regulatory Agencies which are reasonably necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Share Exchange, the Corporate Merger and the Bank Merger) or to avoid any fee or penalty under any contract or agreement arising in connection with the performance transactions contemplated hereby, and to comply with the terms and conditions of its obligations under all such permits, consents, waivers, approvals and authorizations of all such Governmental Entities, Regulatory Agencies and third parties. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, BancPlus shall, and shall cause its Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with {JX489484.11} PD.35183901.7 any Governmental Entity or Regulatory Agency, including the FRB, FDIC, or MDBCF, in order to obtain the Requisite Regulatory Approvals. AT&T shall be responsible for The parties hereto agree that they will consult with the other parties hereto with respect to the obtaining of all permits, waivers, consents, approvals and keeping authorizations of all third parties, Governmental Entities and Regulatory Agencies necessary or advisable to consummate the transactions contemplated by this Agreement, consider in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required good faith the views of the others in connection with its offering any proposed written or material oral communication with any Governmental Entity or Regulatory Agency related to the transactions contemplated by this Agreement, and each party will keep the others apprised of services the status of matters relating to AT&T end users completion of the transactions contemplated herein. BancPlus and FTC agree to promptly furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as reasonably may be necessary or advisable in connection with the Proxy Statement, the Form S-4, the Requisite Regulatory Approvals and any application, petition or other statement or application made by or on behalf of BancPlus, BankPlus, FTC or FBT or any of their affiliates to any Governmental Entity or Regulatory Agency in connection with the transactions contemplated by this Agreement. AT&T BancPlus and FTC shall reasonably cooperate with BellSouth have the right to review in obtaining and maintaining any required approvals for which BellSouth is responsibleadvance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to BancPlus or FTC, as the case may be, and BellSouth shall reasonably cooperate any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity or Regulatory Agency in connection with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party shall consult with the other in advance of any meeting or conference with any third party or any Governmental Entity or Regulatory Agency in connection with the transactions contemplated by this Agreement and, unless prohibited by such Governmental Entity or Regulatory Agency, give the other party and its counsel the opportunity to attend and participate in such meetings and conferences, except to the extent such meetings and conferences relate to confidential supervisory information. Each party will provide the other with copies of any applications, notices, petitions or filings, and all correspondence relating thereto, prior to filing, other than any portions of material filed in connection therewith that contain confidential supervisory information or other information filed under a claim of confidentiality and, in each case, subject to applicable laws relating to the exchange of information. Each party acknowledges and agrees that nothing in this Agreement, including this Section 6.1, Section 6.2 and Section 6.8, shall require any party to provide confidential supervisory information to any other party. (c) In furtherance and not in limitation of the foregoing, each of BancPlus and FTC shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every objection or impediment so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of BancPlus, FTC and their respective Subsidiaries and committing to any Governmental Entity or Regulatory Agency to maintain, and maintaining, capital levels and capital ratios at a level specified by such Governmental Entity or Regulatory Agency, and raising capital in connection therewith. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require BancPlus or FTC or their respective Subsidiaries to take, or agree to take, and FTC and {JX489484.11} PD.35183901.7 its Subsidiaries shall not be permitted to take or agree to take, without BancPlus’s written consent in its sole discretion, any actions specified in this Section 6.1(c) or agree to any condition or restriction in connection with obtaining any Required Regulatory Approval that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Share Exchange, the Corporate Merger and the Bank Merger (including, for the avoidance of doubt, any determination by a Governmental Entity or Regulatory Agency that the Bank Merger may not be consummated as contemplated hereby immediately following the Effective Time) or other condition or requirement which in the opinion of BancPlus and FTC, in their reasonable discretion, would materially adversely impact the economic or business benefits of the transactions contemplated in this Agreement (a “Burdensome Condition”); provided, that if reasonably required by BancPlus, FTC and FBT shall take (or agree to take) any such action, or agree to any such condition or restriction, so long as such action or such agreement with respect to any condition or restriction is binding only in the event the Closing occurs. (d) Each of BancPlus and FTC agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, is filed and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date it is filed with the SEC, at the date of mailing to shareholders and at the time of the FTC Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which such statement was made, not misleading. Each of BancPlus and FTC further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (e) To the extent permitted by applicable law, FTC and BancPlus shall BellSouth file promptly advise each other upon their (or their Subsidiaries’) receiving any tariff to implement communication from any Governmental Entity or Regulatory Agency whose consent or approval is required for consummation of the transactions contemplated by this Agreement that purports causes such party to govern Services and Elements believe that there is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event a reasonable likelihood that any final legislativeRequisite Regulatory Approval will not be obtained, regulatory, judicial that the receipt of any such approval will be materially delayed or other legal action materially affects that a Burdensome Condition might be imposed on any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this AgreementRequisite Regulatory Approval.

Regulatory Matters. 9.1 BellSouth (a) Super 8-K. The Company and PMIN shall be responsible for obtaining cooperate to promptly prepare and keeping file with the SEC a Super 8-K (the “Super 8-K”) announcing the Exchange and describing the ESG Group business in effect compliance with applicable SEC regulations. PMIN, with the Company’s cooperation, shall use its commercially reasonable efforts to respond to any SEC review of the Super 8-K under the Securities Act as promptly as practicable after such filing. PMIN shall also use its commercially reasonable efforts to obtain all Federal Communications Commission, State Commissions, franchise authority necessary state securities law or “blue sky” permits and other regulatory approvals that as may be required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the ESG Group and the holders of the Company and the ESG Group as may be reasonably requested in connection with the performance foregoing actions. PMIN shall, as promptly as reasonably practicable after receipt thereof, provide the Company with copies of its obligations under this Agreement. AT&T any written comments and advise the other party of any oral comments received from the SEC with respect to the Super 8-K. PMIN shall be responsible for obtaining and keeping in effect all Federal Communications Commissionalso advise the Company, State Commissionas promptly as reasonably practicable after receipt of notice thereof, franchise authority and other regulatory approvals that may be required concerning the issuance of any stop order, or the suspensions of the qualification of the PMIN Common Stock issuable in connection with the Exchange for offering or sale in any jurisdiction. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment with respect to any comments of the SEC and any amendment or supplement to the Super 8-K prior to filing such with the SEC and will provide each other with a copy of all such filings with the SEC to the extent not otherwise publicly available. If at any time prior to the Closing Date, PMIN or the Company has knowledge of any information relating to PMIN, the Company or any of their respective officers, directors or other affiliates, which should be set forth in an amendment or supplement to the Super 8-K so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC. (b) Each of PMIN and the Company shall, upon request, furnish to the other all information concerning itself, its offering Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with preparation and filing of services the Super 8-K or any other statement, filing, notice or application made by or on behalf of PMIN, the Company or the ESG Group to AT&T end users any Governmental Authority, including, without limitation, FINRA, in connection with the Exchange and the other transactions contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In (c) Each of PMIN and the event that BellSouth Company shall promptly advise the other upon receiving any communication from any Governmental Authority the consent or approval of which is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit consummation of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of transactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any requisite approval will not be obtained or that the ability receipt of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as approval may be required. In materially delayed, and, to the event that extent permitted by applicable Law, shall promptly provide the other Party with a copy of such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementcommunication.

Regulatory Matters. 9.1 BellSouth (a) Promptly after the date of this Agreement, First Midwest and Old National shall prepare and file with the SEC the Joint Proxy Statement and Old National shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. The parties shall use reasonable best efforts to make such filings within thirty (30) days of the date of this Agreement. The S-4 shall also, to the extent required under the Securities Act and keeping the regulations promulgated thereunder, register the shares of New Old National Preferred Stock (or depositary shares in lieu thereof) that will be issued in the transaction. Each of Old National and First Midwest shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, and Old National and First Midwest shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders and stockholders, as applicable. Old National shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and First Midwest shall furnish all information concerning First Midwest and the holders of First Midwest Common Stock and First Midwest Preferred Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings (and in the case of applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (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. Old National and First Midwest shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to First Midwest or Old National, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in obtaining advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and maintaining any required approvals for which BellSouth is responsibleto the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and BellSouth shall reasonably cooperate with AT&T participate in obtaining such meetings and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority conferences, in each case subject to file a tariff or make another similar filing (“Filing”) applicable law. As used in order to implement this Agreement, BellSouth shall “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (iand the expiration or termination of all statutory waiting periods in respect thereof) consult with AT&T reasonably in advance of such Filing about (x) from the form Federal Reserve Board and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, OCC and (iiiy) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms Sections 3.4 and conditions 4.4 that are more favorable than those set forth in this Agreement. 9.3 In necessary to consummate the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of transactions contemplated by this Agreement, or including the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, Merger and the Parties shall renegotiate Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such noticeaggregate, a Material Adverse Effect on the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this AgreementSurviving Corporation.

Regulatory Matters. 9.1 BellSouth shall (a) The Parties will use reasonable best efforts to take, or cause to be responsible for obtaining taken, all actions necessary to consummate the Transactions on a timely basis. Each Party will use its reasonable best efforts to promptly provide written notifications to, and keeping in effect obtain all Federal Communications Commissionconsents and approvals of, State Commissions, franchise authority all Governmental Authorities and other regulatory approvals third Persons that may be required in connection with or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will cooperate fully with the other Parties in promptly providing such notifications and seeking to obtain such consents and approvals. In furtherance of the foregoing and not in limitation thereof, as promptly as practicable, but no later than five (5) Business Days after the Effective Date, Buyer, the Company and Seller will prepare and file all required or necessary notification and report forms under this Agreement. AT&T shall be responsible the HSR Act, and thereafter (i) comply at the earliest reasonably practicable date with any request under the HSR Act for obtaining additional information, documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from any Governmental Authority in respect of such filings or such Transactions and keeping in effect all Federal Communications Commission, State Commission, franchise authority and (ii) cooperate with each other regulatory approvals that may be required in connection with its offering any such filing, and in connection with resolving any investigation or other inquiry commenced by any Governmental Authority under the HSR Act with respect to any such filing or the Transactions. None of services the Parties will commit to AT&T end users or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Authority to stay, toll, or extend any applicable waiting period or propose or agree to any remedy imposed on the Transactions under the HSR Act, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned, or delayed). All filing fees incurred by Buyer and payable in connection with the notifications, filings, registrations or other materials contemplated by this Agreementparagraph will be paid by Buyer. (b) Subject to applicable Law, each Party will furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Transactions, and each such Party will promptly inform the other Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or the Transactions. AT&T shall reasonably No Party will independently participate in any meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other Parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the Parties will consult and cooperate with BellSouth one another in obtaining connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and maintaining proposals made or submitted by or on behalf of any Party relating to proceedings under the HSR Act. Any Party may, as it deems advisable and necessary, reasonably designate any material provided to the other Parties under this Section 5.9 as “outside counsel only” to the extent required approvals for which BellSouth is responsibleunder applicable Law or as appropriate to protect confidential business information, and BellSouth shall reasonably cooperate may withhold or redact material as necessary to comply with AT&T contractual arrangements, to preserve attorney-client, attorney work product or other legal privilege, or the extent required under applicable Law. Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors or other Representatives of the recipient, unless express written permission is obtained in obtaining and maintaining advance from the source of the materials. The Parties will take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any required approvals for which AT&T is responsibleother privilege pursuant to this Section 5.9 in such a manner so as to preserve any applicable privilege. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”c) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided Notwithstanding anything in this Agreement to the contrary, Buyer and preserves for AT&T Seller will cooperate in good faith with any Governmental Authority and will use reasonable best efforts to undertake promptly any and all action required to complete the full benefit of the rights otherwise provided in this AgreementTransactions expeditiously and lawfully. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislativeaction is threatened or instituted challenging the Transactions as violative of HSR Act, regulatoryBuyer and Seller will cooperate in good faith and will use reasonable best efforts to take all action necessary to avoid or resolve such action. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, judicial nothing in this Agreement shall require, or other legal action materially affects be construed to require, Buyer, Buyer Parent, Seller, Seller Parent or any of their respective Affiliates to (i) agree or commit to any divestitures, licenses or hold separate or similar arrangements with respect to, subject to the Closing, the business, properties or assets of the Company, or agree or commit to any restrictions or limitations on the conduct of the business of the Company, if Buyer reasonably believes any such divestiture, license, hold separate or similar arrangement, or restriction or limitation, would have a material adverse effect on the business, operations or prospects of the Company; (ii) agree or commit to any divestitures, licenses or hold separate or similar arrangements with respect to any of their respective businesses, properties or assets, or to agree or commit to any restrictions or limitations on the conduct of any of their respective businesses; (iii) agree or commit to any material modification or waiver of the terms and conditions of this Agreement; or (iv) abandon, or the ability of AT&T agree or BellSouth commit to perform any material terms of this Agreementlimitation or condition on or modification of, AT&T or BellSouth maythe Buyer Arena Project. (d) Prior to the Closing, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which neither Buyer nor Seller will take any action if such action has become legally binding and has otherwise become final) require would make it materially more likely that such terms be renegotiated, and there would arise any impediments under the Parties shall renegotiate in good faith such mutually acceptable new terms as HSR Act that may be required. In asserted by any Governmental Authority to the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 consummation of the General Terms and Conditions of this AgreementTransactions as soon as practicable.

Regulatory Matters. 9.1 BellSouth (a) The Seller shall be responsible promptly prepare and file with the SEC the Proxy Statement. The Seller shall make the draft Proxy Statement available to the Buyer for obtaining review promptly after preparation thereof, and keeping in shall respond to all of the Buyer's comments and suggestions for revisions to such Proxy Statement. Promptly after completion of the Proxy Statement, the Seller shall mail the Proxy Statement to its shareholders. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). The Seller and the Buyer shall have the right to review in advance, and to the extent practicable each will consult with the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Seller or the Buyer, as the case may be required be, and any of their respective subsidiaries, which appear in any filing made with or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided status of matters relating to completion of the transactions contemplated herein. Each of the Buyer and the Seller represents and warrants to the other that it is not aware of any reason why the approvals, consents and waivers of Governmental Entities referred to herein and in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services Section 4.06 and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this AgreementSection 5.04 should not be obtained. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90c) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, The Buyer and the Parties shall renegotiate in good faith Seller shall, upon request, furnish each other with all information concerning themselves, their respective subsidiaries, directors, officers and shareholders and such mutually acceptable new terms other matters as may be required. In reasonably necessary or advisable in connection with the event that such new terms are not renegotiated within ninety (90) days after such noticeProxy Statement or any other statement, filing, notice or application made by or on behalf of the Buyer, the dispute Seller or any of their respective subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated hereby. (d) The Buyer and the Seller shall follow promptly furnish each other with copies of written communications received by the dispute resolution procedures set forth in Section 16 Buyer or the Seller, as the case may be, or any of their respective subsidiaries from, or delivered by any of the General Terms and Conditions foregoing to, any Governmental Entity in respect of this Agreementthe transactions contemplated hereby.

Regulatory Matters. 9.1 BellSouth (a) From the date hereof through the consummation of the Offer (which shall be responsible include acceptance for obtaining payment of all Common Shares duly tendered), Buyer, Sub and keeping the Company shall cooperate with each other and use their respective commercially reasonable efforts promptly to prepare and file all necessary documentation with, and to obtain as promptly as practicable all Licenses and Permits of, all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, including any filings under the HSR Act. Buyer and the Company shall have the right to review in effect advance, and shall consult with the other on, in each case subject to any laws relating to the exchange of information, all Federal Communications Commissionthe information relating to the Company and any of its Subsidiaries or Buyer, State Commissionsas the case may be, franchise authority and other regulatory approvals that may be required any of their respective Affiliates, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T shall reasonably cooperate The parties hereto agree that they will consult with BellSouth in each other with respect to the obtaining of all Licenses and maintaining any required approvals for which BellSouth is responsiblePermits of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, and BellSouth each party shall keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The party responsible for any such filing shall promptly deliver to the other party evidence of the filing of all applications, filings, registrations and 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 by such filing party from any Governmental Authority in respect of any such application. In exercising the foregoing rights and obligations, Buyer and the Company shall act reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsibleas promptly as practicable. 9.2 In (b) Buyer has made Form A filings with the event that BellSouth is insurance departments of the States of California, Pennsylvania and Connecticut 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 any governmental authority to file a tariff or make another similar filing (“Filing”) such insurance departments in order to implement this Agreement, BellSouth shall (i) consult obtain the approvals required by such insurance departments to consummate the transactions contemplated hereby. The Company agrees to furnish Buyer with AT&T such necessary information and reasonable assistance as Buyer may reasonably request in advance connection with its preparation of such Filing about Form A filings and other filings or submissions. Buyer shall keep the form Company fully apprised of its actions with respect to all such filings and substance submissions and shall provide the Company with copies of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates Form A filings and other terms and conditions set forth in this Agreement unless such rate filings or other terms and conditions are more favorable than those set forth in this Agreementsubmissions. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) Promptly after the date of this Agreement, AUB and SASR shall be responsible for obtaining prepare and keeping in effect all Federal Communications Commission, State Commissions, franchise authority and other regulatory approvals that may be required in connection file with the performance SEC the Joint Proxy Statement/Prospectus, and AUB shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement/Prospectus will be included, and the parties shall use reasonable best efforts to make such filings within 45 days after the date of its obligations under this Agreement. AT&T Each of AUB and SASR shall be responsible use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, and AUB and SASR shall thereafter mail or deliver the Joint Proxy Statement/Prospectus to their respective shareholders or stockholders, as applicable. AUB and SASR shall use their reasonable best efforts to keep the S-4 effective for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services so long as necessary to AT&T end users consummate the transactions contemplated by this Agreement. AT&T AUB shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and SASR shall furnish all information concerning SASR and the holders of SASR Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with BellSouth each other and use their reasonable best efforts to promptly (and in obtaining the case of the applications, notices, petitions and maintaining any required approvals for filings in respect of the Requisite Regulatory Approvals, within forty-five (45) days of the date of this Agreement) prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities which BellSouth is responsibleare necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and BellSouth to comply with the terms and conditions of all such permits, consents, orders, approvals, waivers, non-objections and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than forty-five (45) days after the date of this Agreement, AUB and SASR shall, and shall reasonably cooperate cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) bank regulatory agency in order to implement obtain the Requisite Regulatory Approvals. AUB and SASR shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. AUB and SASR shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to SASR or AUB, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided that SASR shall not have the right to review portions of materials filed by AUB or AUB Subsidiary Bank with a Governmental Entity that contain competitively sensitive business information or confidential supervisory information, in which case, to the extent reasonably practicable, AUB or AUB Subsidiary Bank will make appropriate substitute disclosure arrangements to SASR. 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 all permits, consents, orders, approvals, waivers, non-objections and authorizations of, and the filing of notices to, all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein, and each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable law; and provided that each party shall promptly advise the other party with respect to substantive matters that are addressed in any meeting or conference with any Governmental Entity which the other party does not attend or participate in, to the extent permitted by such Governmental Entity and applicable law. As used in this Agreement, BellSouth the term “Requisite Regulatory Approvals” shall mean all permits, consents, orders, approvals, waivers, non-objections and authorizations (and the expiration or termination of all statutory waiting periods in respect thereof) from (i) consult with AT&T reasonably in advance of such Filing about the form Federal Reserve Board under the BHC Act, the Bank Merger Act and substance of such Filingthe Rxxxxx-Xxxx Act, (ii) provide to AT&T its proposed tariff any state banking, securities or insurance regulatory authorities listed on Section 3.4 of the SASR Disclosure Schedule and obtain AT&T's agreement on Section 4.4 of the form AUB Disclosure Schedule and substance approval of such Filingapplications, filings and notices, (iii) take all steps reasonably if required by the HSR Act, under the HSR Act and (iv) from any Governmental Entity (x) necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in consummate the transactions contemplated by this Agreement (including the Merger and preserves the Bank Mergers) or (y) the non-receipt of which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation, except, in the case of subclause (ii) above, for AT&T any such permits, consents, orders, approvals, waivers, non-objections and authorizations the full benefit failure of which to be obtained would not be material to the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, Surviving Corporation or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days Surviving Bank following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this AgreementEffective Time.

Regulatory Matters. 9.1 BellSouth (a) Huntington and Unizan shall promptly prepare and file with the SEC the Proxy Statement and Huntington shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be responsible for obtaining included as a prospectus. Each of Huntington and keeping Unizan shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Unizan shall thereafter mail or deliver the Proxy Statement to its shareholders. Huntington shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Unizan shall furnish all information concerning Unizan and the holders of Unizan Common Stock as may be reasonably requested in connection with any such action. (b) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Unizan and Huntington shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Unizan or Huntington, as the case may be required be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth as promptly as practicable. The parties shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff status of matters relating to implement this Agreement that purports to govern Services and Elements that is inconsistent with completion of the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (c) Each of Huntington and Unizan shall, upon request, furnish to the event that any final legislativeother all information concerning itself, regulatoryits Subsidiaries, judicial or directors, officers and shareholders and such other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms matters as may be required. In reasonably necessary or advisable in connection with the event that such new terms are not renegotiated within ninety (90) days after such noticeProxy Statement, the dispute shall follow Form S-4 or any other statement, filing, notice or application made by or on behalf of Huntington, Unizan or any of their respective Subsidiaries to any Governmental Entity in connection with the dispute resolution procedures set forth in Section 16 of Merger and the General Terms and Conditions of other transactions contemplated by this Agreement. (d) Each of Huntington and Unizan shall promptly advise the other upon receiving any communication from any Governmental Entity consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.

Regulatory Matters. 9.1 BellSouth (a) Fifth Third and First Charter shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be responsible for obtaining included as a prospectus. Each of Fifth Third and keeping First Charter shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and First Charter shall thereafter mail or deliver the Proxy Statement to its shareholders. Fifth Third shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and First Charter shall furnish all information concerning First Charter and the holders of First Charter Common Stock as may be reasonably requested in connection with any such action. (b) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. First Charter and Fifth Third shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to First Charter or Fifth Third, as the case may be, and any of their respective Subsidiaries, that may be required appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth as promptly as practicable. The parties shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided in status of matters relating to completion of the transactions contemplated by this Agreement. In no event Notwithstanding the foregoing, nothing contained herein shall BellSouth file be deemed to require Fifth Third to take any tariff action, or commit to implement this Agreement take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that purports would reasonably be expected to govern Services have a Material Adverse Effect (measured on a scale relative to First Charter) on Fifth Third, First Charter or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”). (c) Each of Fifth Third and Elements that is inconsistent First Charter shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the rates Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Fifth Third, First Charter or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Each of Fifth Third and First Charter shall promptly advise the event other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislativeFifth Third Requisite Regulatory Approval or First Charter Requisite Regulatory Approval, regulatoryrespectively, judicial will not be obtained or other legal action materially affects that the receipt of any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as approval may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementmaterially delayed.

Regulatory Matters. 9.1 BellSouth (a) Parent and the Company shall promptly prepare and file with the SEC the Joint Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective for obtaining so long as necessary to consummate the transactions contemplated by this Agreement, and keeping Parent and the Company shall thereafter as promptly as practicable mail or deliver the Joint Proxy Statement to their respective shareholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file, or cause to be prepared and filed, all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Regulatory Agencies and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (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 Regulatory Agencies and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. Parent and the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. Parent and the Company shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Filing about Governmental Entity, give the form other party and/or its counsel the opportunity to attend and substance participate in such meetings and conferences. (c) In furtherance and not in limitation of such Filingthe foregoing, (ii) provide each of Parent and the Company shall use its reasonable best efforts to AT&T its proposed tariff and obtain AT&T's agreement on avoid the form and substance of such Filingentry of, and (iii) take all steps reasonably necessary or to ensure have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that such Filing imposes obligations upon BellSouth that are no less favorable than those provided would restrain, prevent or delay the Closing. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent or the Company to take any action, or commit to take any action, or agree to any condition or restriction that would reasonably be expected to have a Material Adverse Effect on Parent and preserves for AT&T its Subsidiaries, taken as a whole, after giving effect to the full benefit of Merger (a “Materially Burdensome Regulatory Condition”). (d) Parent and the rights otherwise provided Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (e) To the event extent permitted by applicable law, Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (i) the ability Federal Reserve Board, the FDIC and the Tennessee Department of AT&T or BellSouth Financial Institutions and (ii) any other approvals set forth in Sections 3.4 and 4.4 that are necessary to perform any material terms of consummate the transactions contemplated by this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following including the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, Merger and the Parties shall renegotiate Bank Merger, or those other authorizations, consents, orders or approvals the failure of which to be obtained would reasonably be expected to have, either individually or in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such noticeaggregate, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementa Material Adverse Effect on Parent.

Regulatory Matters. 9.1 BellSouth (a) The Buyer shall promptly prepare and file within forty-five (45) days of the date of this Agreement such regulatory filings as are applicable to the Merger, and the Company shall take, in accordance with applicable law, applicable stock exchange rules and its articles of incorporation and bylaws, all action necessary to convene an appropriate meeting of stockholders of the Company to consider and vote upon the approval of this Agreement and any other matters required to be approved by the Company’s stockholders for consummation of the Merger (including any adjournment or postponement, the “Company Meeting”), as promptly as practicable after the date hereof. The Company’s Board of Directors shall recommend such approval, and the Company shall take all reasonable lawful action to solicit such approval by its stockholders. (b) Each of the Company and Buyer shall cooperate and shall instruct their respective agents, attorneys and accountants to cooperate in the preparation and filing of an application for a permit (the “California Permit”) from the California Commissioner of Corporations (the “California Commissioner”) pursuant to Section 25121 of the California Corporate Securities Law of 1968, as amended (the “California Securities Law”) and all other necessary documents and forms required to be filed with the California Department of Corporations (the “DOC”) in order to notify interested parties as required by California law of and to hold a fairness hearing conducted before the California Commissioner in accordance with Section 25142 of the California Securities Law (“Section 25142”) and related authorities with respect to the Merger and the shares of Buyer Common Stock to be issued in the Merger (the “California Fairness Hearing”) in order to establish that the issuance of Buyer Common Stock in the Merger is exempt from Securities Act registration under Section 3(a)(10) of the Securities Act (the “Section 3(a)(10) Exemption”) (the “DOC Application”). Buyer shall submit the DOC Application to the DOC within 14 calendar days after the later of (i) the date of this Agreement, and (ii) the date on which the Company has furnished to the Buyer materials and information in conformity with the requirements of the DOC; provided, however, that such 14 calendar day period shall be responsible extended for obtaining the minimum period necessary to obtain any indispensable information or data from third party sources. Company and keeping Buyer shall make their respective appropriate representatives available to prepare and provide such testimony as is necessary or appropriate to present at the California Fairness Hearing and to support Buyer’s and Company’s appearances at the California Fairness Hearing. (c) Each of the Company and Buyer shall cooperate and shall instruct their respective agents, attorneys and accountants to cooperate in the preparation and filing with the SEC of a registration statement on Form S-4 in order to register under the Securities Act the shares of Buyer Common Stock to be issued in the Merger (the “S-4 Registration Statement”) if any of the following occurs: (i) the DOC informs Buyer that the DOC will not accept jurisdiction to hold the California Fairness Hearing after Buyer submits the DOC Application; (ii) after commencement of the California Fairness Hearing proceedings the DOC informs Buyer that the DOC will not issue such approval and make such findings with respect to the Merger and the issuance of Buyer Common Stock in the Merger as are required for the Section (3)(a)(10) Exemption; or (iii) if exemption of the issuance of Buyer Common Stock in the Merger from California securities permit requirements is not available under Section 25100(o) of the California Securities Law and the DOC informs Buyer that the DOC will not issue the California Permit (d) The Company and Buyer shall use reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (e) The Company shall prepare, and Buyer shall reasonably assist in such preparation of, a proxy statement for the purposes of submitting to the Company’s stockholders the principal terms of the Merger and this Agreement and any other matters required to be approved by the Company’s stockholders for consummation of the Merger and soliciting such approval (together with other proxy solicitation materials of the Company constituting a part thereof, the “Proxy Statement”). Description of Buyer and of the terms and conditions of this Agreement contained in such Proxy Statement shall be subject to consultation with Buyer. (f) Each of the Company and Buyer agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Buyer Permit Application, any S-4 Registration Statement, and the Proxy Statement will, at the time the Buyer Permit Application, any S-4 Registration Statement, and the Proxy Statement and each amendment or supplement thereto, if any, is submitted to or approved by the California Department of Corporations, or is provided to Company’s shareholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Company’s stockholders and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of the Company and Buyer further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Buyer Permit Application, any S-4 Registration Statement, or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Buyer Permit Application, any S-4 Registration Statement, or the Proxy Statement. (g) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when a permit has been issued to qualify the issuance of the shares of Buyer Common Stock in the Merger, of the issuance of any stop order or the suspension of the qualification of the Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the California Department of Corporations for the amendment or supplement of the Buyer Permit Application or for additional information. (h) Without limiting the foregoing, the parties hereto shall cooperate with each other and use their reasonable efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties or Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement and to comply with the terms and conditions thereof. The Company and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other regulatory approvals on, in each case subject to applicable laws relating to the exchange of information and the right of each party to withhold information its Board of Directors reasonably determines in good faith should be withheld for reasons of privacy, confidentiality or fiduciary duty, all the information relating to the Company, the Bank, Buyer, or UCB, as the case may be, and, in the case of Buyer, its Subsidiaries, that may be required appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T 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 all permits, consents, approvals and authorizations of all third parties or Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby. (i) Buyer and the Company shall, upon request, subject to applicable laws relating to the exchange of information and the right of each party to withhold information its Board of Directors reasonably determines in good faith should be withheld for reasons of privacy, confidentiality or fiduciary duty, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Buyer Permit Application, the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company shall from time to time make available to Buyer, upon reasonable request, a list of the Company’s stockholders and their addresses and such other information as Buyer shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsiblerequest regarding the ownership of the Company Capital Stock. 9.2 In (j) Buyer and the event that BellSouth is required Company shall promptly furnish each other with copies of non-confidential written communications received by Buyer or the Company, as the case may be, or any of their respective Subsidiaries from, or delivered by any governmental authority of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. (k) Buyer shall not be required to file a tariff registration statement with the SEC with respect to the shares of Buyer Common Stock to be issued hereunder for the purpose of sale or make another similar filing resale of such shares by any person. (l) Not later than the fifteenth (15th) day prior to the Proxy Statement Distribution Date, the Company shall deliver to Buyer a schedule of each person that, to the best of the Company’s knowledge, is or is reasonably likely to be, as of the date of the Company Meeting, deemed to be an “Filingaffiliate” of it (each, a “Company Affiliate”) as that term is used in order Rule 145 under the Securities Act. The Company shall use its reasonable efforts to implement cause each Company Affiliate to execute and deliver to Buyer and the Company on or before the Effective Time an affiliate agreement in substantially the form attached hereto as Exhibit C. (m) Securities representing the shares of Buyer Common Stock to be issued to Company Affiliates pursuant to this AgreementAgreement may be subject to stop transfer orders and a restrictive legend which confirm and state that such securities representing such shares have been issued or transferred to the registered holder as the result of a transaction to which Rule 145 under the Securities Act applies, BellSouth and that such securities may not be sold, hypothecated, transferred or assigned, and the issuer or its transfer agent shall not be required to give effect to any attempted sale, hypothecation, transfer or assignment, except (i) consult with AT&T reasonably in advance of such Filing about pursuant to a then current effective registration statement under the form and substance of such FilingSecurities Act, (ii) provide in a transaction permitted by Rule 145 as to AT&T its proposed tariff which Buyer has received an opinion of counsel, in form and obtain AT&T's agreement on substance reasonably satisfactory to Buyer, in support of which such holder provides in advance holder and broker’s representations the form and substance content of such Filingwhich are approved by Buyer’s counsel, and of compliance with the provisions of Rule 145, or (iii) take all steps in a transaction which, in an opinion of such holder’s counsel in form and substance reasonably necessary satisfactory to ensure that such Filing imposes obligations upon BellSouth that are Buyer, or as described in a “no less favorable than those provided action” or interpretive letter from the staff of the SEC, is not required to be registered under the Securities Act. The cost of any legal opinions referred to in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event subsection 7.1(m) shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreementbe borne by Buyer. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) Washington Mutual and Providian shall promptly prepare the Proxy Statement/Prospectus and the S-4 and Washington Mutual shall promptly (and in any event within 30 days of the date hereof) file with the SEC the Proxy Statement/Prospectus and the S-4. Each of Washington Mutual and Providian shall use reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Providian shall thereafter mail the Proxy Statement/Prospectus to its stockholders. (b) The parties acknowledge and agree that the Merger is conditioned upon the Subsidiary Merger occurring concurrently with or immediately following the Effective Time of the Merger. Accordingly, Providian and Washington Mutual agree that they will use their reasonable best efforts to cause the Subsidiary Merger to be consummated at such time, including filing such applications, causing PNB and WMB to enter into a merger agreement containing customary terms and conditions, approving such merger agreement in their capacities as sole stockholders of PNB and WMB, respectively, and taking such other and further actions as may be reasonably necessary to consummate the Subsidiary Merger. The parties further acknowledge and agree that their respective obligations under this Article 7 shall apply to the Subsidiary Merger as well as the Merger. (c) Subject to the other provisions of this Agreement, the parties hereto shall cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Subsidiary Merger) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Washington Mutual shall file all appropriate applications with the OTS necessary to obtain approval for the Merger and the Subsidiary Merger within 30 days of the date hereof. Notwithstanding the foregoing, nothing contained in this Agreement shall be responsible for deemed to require Washington Mutual to take any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and keeping in effect authorizations of Governmental Entities or third parties that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Providian) on the business or operations of the Surviving Company following the Effective Time (a “Materially Burdensome Regulatory Condition”). (d) Washington Mutual and Providian shall, upon request, furnish each other with all Federal Communications Commissioninformation concerning themselves, State Commissionstheir Subsidiaries, franchise authority directors, officers and stockholders and such other regulatory approvals that matters as may be required reasonably necessary or advisable in connection with the performance Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications CommissionWashington Mutual, State Commission, franchise authority and other regulatory approvals that may be required Providian or any of their respective Subsidiaries to any Governmental Entity in connection with its offering of services to AT&T end users the Merger, the Subsidiary Merger and the other transactions contemplated by this Agreement. AT&T shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit of the rights otherwise provided in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreement.

Regulatory Matters. 9.1 BellSouth (a) The parties hereto shall be responsible for obtaining cooperate with each other and keeping in use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and other regulatory filings, and to obtain as promptly as practicable all permits, consents, approvals that may be required in connection with and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T S1 Holdings and the Sellers shall reasonably cooperate with BellSouth have the right to review in obtaining and maintaining any required approvals for which BellSouth is responsibleadvance, and BellSouth shall reasonably cooperate to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to S1 Holdings or FICS, as the case may be, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event that BellSouth is required transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement; provided, BellSouth however, that nothing contained herein shall (i) be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. 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 AT&T reasonably in advance each other with respect to the obtaining of such Filing about all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T each party will keep the full benefit other apprised of the rights otherwise provided status of matters relating to consummation of the transactions contemplated herein. (b) The Sellers shall cause FICS to, upon request, furnish S1 Holdings with all information concerning FICS and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file connection with any tariff statement, filing, notice or application made by or on behalf of S1 Holdings to implement this Agreement that purports to govern Services and Elements that is inconsistent any Governmental Entity in connection with the rates and Transaction or the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (c) S1 Holdings and the event Sellers shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or 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 final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety Requisite Regulatory Approval (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth defined in Section 16 7.1(b) hereof) will not be obtained or that the receipt of the General Terms and Conditions of this Agreementany such approval will be materially delayed.

Regulatory Matters. 9.1 BellSouth (a) South and North shall promptly prepare the Joint Proxy Statement, and North shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of South and keeping in North shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and South and North shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file and cause their Subsidiaries to promptly prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (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 third parties or Governmental Entities. Without limiting the generality of the foregoing, the parties hereto agree to use reasonable best efforts to prepare and file and cause their Subsidiaries to prepare and file all necessary documentation, and to file all applications, notices, petitions and filings, in connection with obtaining all Requisite Regulatory Approvals as promptly as practicable after the date of this Agreement. South and North shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable Laws relating to the exchange of information, all information relating to South or North, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate and as promptly as practicable. The parties hereto agree that they will consult with BellSouth in each other with respect to the obtaining of all permits, consents, approvals and maintaining any required approvals for which BellSouth is responsible, authorizations of all third parties and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In Governmental Entities necessary or advisable to consummate the event that BellSouth is required transactions contemplated by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein, including by delivery of a copy of any applications, notices, petitions or filings made by a party to the other party, subject to the limitations set forth above. Wherever practicable under the circumstances, each party shall consult with the other in advance of any meeting or conference with any Governmental Entity scheduled in advance for the express purpose of discussing applications for approval of the transactions contemplated herein and, to the extent permitted by such Governmental Entity, give the other party and its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, nothing contained herein shall be deemed to require either party to, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties, take any action, or commit to take any action, or agree to any condition or restriction that would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation (assuming for this purpose that the Surviving Corporation consists of South and North and their respective Subsidiaries taken as a whole) (a “Materially Burdensome Regulatory Condition”), provided that the sale of one or more branches of South or North in a geographic banking market shall not constitute, or be taken into account in determining whether there would be, a Materially Burdensome Regulatory Condition. 50 (c) In furtherance and not in limitation of the foregoing, with respect to permits, consents, approvals and authorizations of Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, each of South and North shall use its reasonable best efforts to, and cause its Subsidiaries to use reasonable best efforts to, (i) consult with AT&T reasonably in advance of such Filing about avoid the form entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and substance of such Filing, (ii) provide avoid or eliminate each and every impediment under any applicable Law so as to AT&T its proposed tariff and obtain AT&T's agreement on enable the form and substance of such FilingClosing to occur as soon as possible; provided, and (iii) take all steps reasonably necessary to ensure however, that such Filing imposes obligations upon BellSouth that are no less favorable than those provided nothing contained in this Agreement shall require South or North to take any actions specified in this Section 6.1(c) that would reasonably be expected to constitute or result in a Materially Burdensome Regulatory Condition. (d) South and preserves for AT&T North shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the full benefit Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of North, South or any of their respective Subsidiaries to any Governmental Entity in connection with the rights otherwise provided in Merger, the Bank Merger and the other transactions contemplated by this Agreement. In no event Each of North and South agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the S-4 will, at the time the S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the stockholders of South and North and at the time of the South Meeting and the North Meeting, as the case may be, contain any untrue statement of a 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 under which such statement was made, not misleading. Each of North and South further agrees that, if it becomes aware that any information furnished by it would cause any of the statements in the S-4 or the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it will promptly inform the other party thereof and to take appropriate steps to correct the S-4 or the Joint Proxy Statement. (e) North and South shall BellSouth file promptly advise each other upon receiving any tariff to implement communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that purports causes such party to govern Services and Elements believe that there is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementdelayed.

Regulatory Matters. 9.1 BellSouth (a) ArgentBank shall prepare and file a registration statement with the securities and corporate practices division of the FDIC (the "Registration Statement"), including a joint proxy statement (the "Proxy Statement") to be responsible for obtaining filed with the SEC and keeping in effect all Federal Communications Commission, State Commissions, franchise authority mailed to the ABI and other regulatory approvals that may be required ArgentBank shareholders in connection with the performance meetings to be called to consider this Agreement and the Merger Agreements, as soon as reasonably practicable following the date of its obligations under this Agreement. AT&T The Registration Statement shall be responsible for obtaining comply in all material respects with the requirements of the Securities Act, the rules and keeping in effect all Federal Communications Commission, State Commission, franchise authority regulations promulgated thereunder and other regulatory approvals that applicable federal and state laws and ArgentBank will use its best efforts to cause the Registration Statement to be declared effective as soon as practicable, to qualify the ArgentBank Common Stock under the securities or blue sky laws of such jurisdictions as may be required and to keep the Registration Statement and such qualifications current and in connection with effect for so long as is necessary to consummate the transactions contemplated hereby. (b) ArgentBank will use its offering best efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of services all third parties and governmental bodies necessary to AT&T end users consummate the transactions contemplated by this Agreement. AT&T , including those required by the FDIC, the FRB and the OFI. (c) ABI's Consolidated Group shall reasonably cooperate with BellSouth in obtaining preparing the Registration Statement and maintaining any required approvals for which BellSouth is responsiblethe Proxy Statement, and BellSouth shall will promptly furnish all such data and information relating to it as ArgentBank may reasonably cooperate with AT&T request for the purpose of including such data and information in obtaining and maintaining any required approvals for which AT&T is responsiblethe Registration Statement. 9.2 In the event that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”d) in order to implement this Agreement, BellSouth shall (i) consult with AT&T reasonably in advance of such Filing about the form ArgentBank will indemnify and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and preserves for AT&T the full benefit hold harmless each member of the rights otherwise provided ABI Consolidated Group, each of its directors, each of its officers and each person, if any, who controls ABI within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint, several or solidary, to which they or any of them may become subject, under the Securities Act, any state securities or blue sky laws, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in this Agreement. In no event shall BellSouth file respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or in any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the rates and other terms and conditions set forth in this Agreement unless such rate amendment or other terms and conditions are more favorable than those set forth in this Agreement. 9.3 In the event that any final legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreementsupplement thereto, or the ability of AT&T omission or BellSouth alleged omission to perform state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such person for any material terms of this Agreementlegal or other expenses reasonably incurred, AT&T promptly as they are incurred, by such person in connection with investigating or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which defending any such action has become legally binding or claim; provided, however, that ArgentBank shall not be liable in any case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or any such amendment or supplement in reliance upon or in conformity with information furnished to ArgentBank by or on behalf of the ABI Consolidated Group for use therein. (e) Promptly after receipt by an indemnified party under subparagraph (d) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against ArgentBank under such subparagraph, notify ArgentBank in writing of the commencement thereof. In case any such action shall be brought against any indemnified party and has otherwise become final) require it shall notify ArgentBank of the commencement thereof, ArgentBank shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such terms indemnified party, and, after notice from ArgentBank to such indemnified party of its election so to assume the defense thereof, ArgentBank shall not be renegotiatedliable to such indemnified party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party; provided, however, if ArgentBank elects not to assume such defense or counsel for the indemnified parties advises in writing that there are material substantive issues which raise conflicts of interest between ArgentBank or ABI and one or more of the indemnified parties, such indemnified parties may retain counsel satisfactory to them, and ArgentBank shall pay all reasonable fees and expenses of such counsel for the Parties shall renegotiate in good faith such mutually acceptable new terms indemnified parties promptly as may be required. In the event that such new terms statements therefor are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementreceived.

Regulatory Matters. 9.1 BellSouth (a) Provident and Sterling shall promptly prepare and file with the SEC, no later than 30 days after of the date of this Agreement, the Joint Proxy Statement and Provident shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be responsible for obtaining included as a prospectus. Each of Provident and keeping Sterling shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Provident and Sterling shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. Provident shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Sterling shall furnish all information concerning Sterling and the holders of Sterling Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly (and in the case of the Bank Regulatory Applications, as defined below, within 30 days of the date of this Agreement) prepare and file all necessary documentation, to effect all Federal Communications Commissionapplications, State Commissionsnotices, franchise authority petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger, the Bank Merger, the Conversion and the approval of Provident to become a duly registered bank holding company and financial holding company at the Effective Time (collectively the “Bank Regulatory Applications”)), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Provident and Sterling shall have the right to review in advance, and, to the extent practicable, each will consult the other regulatory approvals that on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sterling or Provident, as the case may be required be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the performance of its obligations under this Agreement. AT&T shall be responsible for obtaining and keeping in effect all Federal Communications Commission, State Commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services to AT&T end users transactions contemplated by this Agreement. AT&T In exercising the foregoing right, each of the parties hereto shall act reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 In the event as promptly as practicable. The parties hereto agree that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, BellSouth shall (i) they will consult with AT&T reasonably each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of such Filing about any meeting or conference with any Governmental Entity in connection with the form and substance of such Filing, (ii) provide to AT&T its proposed tariff and obtain AT&T's agreement on the form and substance of such Filing, and (iii) take all steps reasonably necessary to ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in transactions contemplated by this Agreement and preserves for AT&T to the full benefit extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Provident or Sterling to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to have a Material Adverse Effect on the rights otherwise provided Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). (c) Provident and Sterling shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in this Agreement. In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent connection with the rates Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Provident, Sterling or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other terms and conditions set forth in this Agreement unless such rate or other terms and conditions are more favorable than those set forth in transactions contemplated by this Agreement. 9.3 In (d) Provident and Sterling shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the event transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any final legislative, regulatory, judicial Requisite Regulatory Approval will not be obtained or other legal action that the receipt of any such approval will be materially affects any material terms of this Agreement, or the ability of AT&T or BellSouth to perform any material terms of this Agreement, AT&T or BellSouth may, on ninety (90) days' written notice (delivered not later than ninety (90) days following the date on which such action has become legally binding and has otherwise become final) require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the dispute shall follow the dispute resolution procedures set forth in Section 16 of the General Terms and Conditions of this Agreementdelayed.