Common use of Regulatory Matters Clause in Contracts

Regulatory Matters. (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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and 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 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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 included as a prospectus. Capital One and 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 parties hereto shall cooperate with each other and use their respective reasonable best efforts to (i) promptly prepare and file all necessary documentation (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filingsfilings (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 Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the MergersMergers and the Bank Merger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental EntitiesEntities and (iii) contest, defend and appeal any action or proceeding by a Governmental Entity (other than a bank regulatory agency), whether judicial or administrative, challenging this Agreement or the consummation of the Mergers and the transactions contemplated hereby. Each of SuperMedia Capital One and Dex Discover shall have the right to review in advance, and, to the extent unless not practicable, each will consult the other on, and give reasonable time to comment on, in each case subject to applicable Laws 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party herein. Each party shall consult with 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 transactions. Notwithstanding the foregoing, 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 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 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 in advance of any meeting or advisable in connection conference with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, 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 Lawlaw. As used in this Agreement, the term “Requisite Regulatory Approvals” shall promptly mean all regulatory authorizations, consents, orders and approvals (and the expiration or termination of all statutory waiting periods in any event within 24 hoursrespect thereof) provide (i) from the Other Party with Federal Reserve Board and the OCC or (ii) as set forth in Section 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 aggregate, a copy of such communicationMaterial Adverse Effect on the Surviving Entity.

Regulatory Matters. (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, 9.1 BellSouth shall be filed within ten business days of the date hereof) responsible for obtaining and any applicable Laws keeping in foreign jurisdictions governing antitrust or merger control matters), to effect all applicationsFederal Communications Commission, noticesState Commissions, petitions franchise authority and 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 other regulatory approvals that may be 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 required in connection with the transactions 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 exercising the foregoing rightevent that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, each of the Parties BellSouth shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall (i) consult with each other with respect 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 obtaining form and substance of such Filing, and (iii) take all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities steps reasonably necessary or advisable to consummate the transactions contemplated by ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and each will keep preserves for AT&T the other apprised full benefit of the status of matters relating to completion of the transactions contemplated by rights otherwise provided in this Agreement, including promptly furnishing . In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the Other Party with copies of notices or rates and 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 transactions. Notwithstanding the foregoing, nothing terms and conditions set forth in this Agreement shall be deemed to require Dex unless such rate or SuperMedia to take any action, or commit to take any action, or agree to any condition or restriction, other terms and conditions are more favorable than those set forth in connection with obtaining the foregoing Permits, consents, approvals, clearances and 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other 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 (c90) Each of Dexdays' 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 Merger Subs and SuperMedia dispute shall promptly advise follow the others upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation dispute resolution procedures set forth in Section 16 of the transactions contemplated by General Terms and Conditions of this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationAgreement.

Regulatory Matters. (a) The Parties parties hereto 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement and the Bank Merger Agreements (including without limitation the MergersMerger and the Bank Merger). Camden, to use reasonable best efforts to cause KSB and 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 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 Bank shall have the right to review in advance, and, and to the extent practicable, each will consult the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia or Dexeither of them, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this AgreementAgreement and by the Bank Merger Agreements. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Merger, the Bank Merger and other 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 by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergershereby. (b) Each of Dex Camden, KSB, CASI and SuperMedia the Bank shall, upon request, furnish to the each other with all information concerning itselfthemselves, its Subsidiariestheir respective subsidiaries, directors, officers and stockholders 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 DexCamden, SuperMedia KSB, CASI, the Bank or any of their respective Subsidiaries subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger or the other transactions contemplated by this Agreement and the Bank Merger Agreements. (c) Camden, KSB, CASI and the 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 of the foregoing to, any Governmental Entity in respect of the Merger, the Bank Merger and the other transactions contemplated by this Agreement and the Bank Merger Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (a) The Parties 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 included as a prospectus. Each of the Company and 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 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, 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which 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 Agreement. The Company 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 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 Buyer shall have the right to review in advance, and, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia the Company or DexBuyer, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersherein. (bc) Each of Dex Buyer and SuperMedia the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of DexBuyer, SuperMedia the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, Buyer and the Merger Subs and SuperMedia Company shall promptly advise furnish each other with copies of written communications received by Buyer or the others upon receiving Company, as the case may be, or any communication from 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 of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationhereby.

Regulatory Matters. (a) The Parties parties hereto shall cooperate with each other and use their respective all reasonable best efforts promptly to promptly prepare and file all necessary documentation (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the MergersMerger), 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 . The Company 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 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 Parent shall have the right to review in advance, and, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia the Company, Parent or DexSub, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with copies of notices herein. (b) Parent (or other communications received by SuperMedia or Dex, Sub as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (b) Each of Dex and SuperMedia shall, upon request, furnish to the other Company with all information concerning itselfthemselves, its Subsidiaries, their respective directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application the Proxy Statement made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity the Company in connection with the Mergers Merger and the other transactions contemplated by this Agreementhereby. (c) Each of Dex, Parent (or Sub as the Merger Subs case may be) and SuperMedia the Company shall promptly advise furnish each other with copies of written communications received by Parent, Sub or the others upon receiving Company, as the case may be, from, or delivered by any communication from of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationhereby.

Regulatory Matters. (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 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 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 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 parties hereto 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the MergersMerger and the Bank Merger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such third parties and Governmental Entities. Each Without limiting the generality of SuperMedia the foregoing, as soon as practicable and Dex 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 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 laws relating to the exchange of information, all the information relating to SuperMedia Boston Private or DexSVB Financial, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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 by this Agreement, including promptly furnishing herein. Each party will provide the Other Party other with copies of notices any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain (i) competitively sensitive business or other communications received 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 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 transactionsthis Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing in this Agreement contained herein shall be deemed to require Dex SVB Financial or SuperMedia 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 Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, Entities that would reasonably be expected to have a material adverse effect on NewcoSVB Financial and its Subsidiaries, Dextaken as a whole (measured on a scale relative to Boston Private and its Subsidiaries, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company taken as a whole) (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex SVB Financial and SuperMedia Boston Private shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of DexSVB Financial, SuperMedia Boston Private or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger the Bank Merger and the other transactions contemplated by this Agreement. (c) . Each of DexSVB Financial and Boston Private agrees, as to itself and its Subsidiaries, that none of the Merger Subs 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 SuperMedia shall promptly advise each amendment or supplement thereto, if any, becomes effective under the others 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) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of Boston Private’s meeting of its shareholders to consider and vote upon receiving any communication from any Governmental Entity the consent or approval of which is this Agreement, contain any untrue statement of a material fact or omit to state any material fact required for consummation to be stated therein or necessary to make the statements therein, in the light of the transactions contemplated by this Agreement circumstances under which such statement was made, not misleading and (iii) 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 make the statements therein not misleading. Each of SVB Financial and Boston Private further agrees that causes such Party to believe that there is a reasonable likelihood if it becomes aware that any Requisite Approval will information furnished by it would cause any of the statements in the 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 be obtained false or that the receipt of any such approval may be materially delayed, andmisleading, to promptly inform the extent permitted by applicable Law, shall promptly (other party thereof and in any event within 24 hours) provide to take appropriate steps to correct the Other Party with a copy of such communicationS-4 or the Proxy Statement.

Regulatory Matters. (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 included. Each of Parent and 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 parties shall reasonably cooperate with each other and use their respective commercially 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances 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 (including the Mergers)as soon as reasonably practicable, 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 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 Permitspermits, consents, approvals, clearances and authorizations of all such third parties or Governmental Entities. Each Parent shall use its commercially reasonable efforts to make all initial requisite regulatory filings within twenty (20) Business Days of SuperMedia the date hereof, and Dex in any event no later than thirty (30) days following the date hereof (other than any notice to the Federal Reserve under its regulations, which will be filed in accordance with the timing contemplated by such regulations). The Company and Parent shall have the right to review in advance, advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws Laws, all the non-confidential information relating to the exchange of information, all the Company or Parent (excluding any confidential financial information relating to SuperMedia or Dexindividuals), as the case may be, and any of their respective Subsidiaries, which that 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. In exercising the foregoing right, each of the Parties parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex The parties shall consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances approvals and authorizations (collectively the “Approvals”) of all third parties and Governmental Entities necessary or advisable to 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. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the Merger, including promptly furnishing the Other Party Bank Merger and the other transactions contemplated by this Agreement. (c) Each of Parent and the Company 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 copies the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of notices or other communications received by SuperMedia or DexParent, as the case may be, Company or any of their respective Subsidiaries, from any third party and/or Subsidiaries to any Governmental Entity in 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 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 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 such transactions. 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 in this Agreement contained herein shall be deemed to require Dex Parent or SuperMedia 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 Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, Entities that would reasonably be expected 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 Material Adverse Effect on Newco, Dex, SuperMedia, Dex Surviving Parent (measured on a scale relative to the Company) or a Material Adverse Effect on the Company or SuperMedia Surviving 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”). 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (be) 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Parent and the other transactions contemplated by this Agreement. (c) Each of Dex, the Merger Subs and SuperMedia Company shall promptly advise the others 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 Agreement that causes such Party 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, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, 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 MergersMerger and the Bank Merger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such third parties or Governmental EntitiesEntities (collectively, the “Regulatory Approvals”). Each As soon as practicable after the date of SuperMedia this Agreement (but in no event more than 75 days after the date hereof), Buyer shall prepare and Dex file with the Federal Reserve 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), and 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, and, to the extent practicable, and each will consult the other on, in each case subject to applicable Laws laws relating to the exchange confidentiality of information, all the other information relating to SuperMedia Buyer or DexCFC, as the case may be, and any of their respective Subsidiaries, which appear 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 exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each Party shall consult with the other in advance of SuperMedia 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 Dex 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 of all Permitspermits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, including promptly furnishing the Other Party with copies of notices or other communications received by SuperMedia or Dexnothing contained herein shall be deemed to require Buyer, as the case may beCFC, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Dex or SuperMedia Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permitspermits, consents, approvals, clearances and authorizations of third parties or Governmental Entities, that the Buyer Board reasonably determines in good faith would reasonably be expected to have a material adverse Material Adverse Effect on the Surviving Corporation and its Subsidiaries (taken as a whole) after giving effect on Newco, Dex, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company to the Merger (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (b) Each of Dex Buyer and SuperMedia CFC shall, upon request, furnish to the other all information concerning itself, itself and its Subsidiaries, directors, officers officers, and stockholders stockholders, and such other matters as may be reasonably necessary or advisable in connection with the applications necessary to obtain the Regulatory Approvals, the Joint Proxy Statement/Prospectus, the Form S-4, or any other statement, filing, notice notice, or application made by or on behalf of DexBuyer, SuperMedia CFC, or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (c) Each of Dex, the Merger Subs Buyer and SuperMedia CFC shall promptly advise the others other upon receiving any communication from any Governmental Entity Entity, the consent or approval of which is required for consummation of the transactions contemplated by this Agreement 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 delayeddelayed or subject to a Materially Burdensome Regulatory Condition. (d) Nothing contained in this Agreement shall give Buyer or CFC, anddirectly or indirectly, the right to control or direct the operations of the other 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 extent permitted Knowledge of either Party (as the case may be), threatened Action or Order by applicable any Governmental Entity or any other Person (a) challenging or seeking material damages in connection with the Merger or the other transactions contemplated by this Agreement or (b) seeking to restrain or prohibit the consummation of the Merger or 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, each Party shall, and shall promptly (cause their respective Representatives to, cooperate and in use reasonable best efforts to contest and resist, except insofar as the Parties may otherwise agree, any event within 24 hours) provide such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Other Party with a copy of such communicationMerger or the other transactions contemplated by this Agreement.

Regulatory Matters. (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 reasonably requested in connection with any such action. (b) The Parties parties hereto 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the MergersMergers and the Subsidiary Merger), 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 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 Parent Holdings and Dex Golden State shall have the right to review in advance, and, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia Parent Holdings or DexGolden State, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental 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 (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. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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 appraised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersherein. (bc) Each of Dex Parent Holdings and SuperMedia Golden State shall, upon request, furnish to 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 connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of DexParent Holdings, SuperMedia Golden State or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs Parent Holdings and SuperMedia Golden State shall promptly advise furnish the others upon receiving other with copies of written communications received by it or any communication from of its 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 of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationhereby.

Regulatory Matters. (a) The Parties VFL and Purchaser shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file obtain all necessary documentation (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits, consents, approvalsapprovals and agreements of, 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 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 give and conditions of make all such Permits, consents, approvals, clearances notices 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 filings with, or written materials submitted to, any third party or any Governmental Entity in connection with necessary to authorize, approve or permit the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion consummation of the transactions contemplated by this Agreement, including promptly furnishing the Other Party Related Agreements and any other agreements contemplated hereby or thereby, including, without limitation, as set forth on Schedule 3.04 and Schedule 4.04. Purchaser and VFL will provide each other and their counsel the opportunity to review in advance and comment on all such filings with copies any Governmental Entity. Purchaser and VFL will keep each other informed of notices the status of matters relating to obtaining the regulatory approvals specified in Schedule 3.04 and Schedule 4.04. It is expressly understood by the 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 communications received by SuperMedia organization relating to this Agreement or Dex, as the case may be, or any a Related Agreement. In furtherance of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Notwithstanding the foregoing, nothing in Purchaser and VFL shall provide each other reasonable advance notice of any such hearing, proceeding, meeting, conference or similar event. The notice required to be given under this Agreement Section 5.04 shall be deemed given to require Dex representatives of VFL or SuperMedia Purchaser entitled to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permits, consents, approvals, clearances and 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersreceive notices hereunder. (b) Each of Dex VFL and SuperMedia shall, upon request, furnish Purchaser shall cooperate and use commercially reasonable efforts to the obtain all other all information concerning itself, its Subsidiaries, directors, officers approvals and stockholders 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 Dex, SuperMedia or any of their respective Subsidiaries consents to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 and the Related Agreements, including the consents of third parties under Assigned Contracts. In the event and to the extent that causes such Party VFL is unable to believe that there is a 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 likelihood that any Requisite Approval will not efforts in cooperation with Purchaser to (A) provide or cause to be obtained or that provided to Purchaser the receipt benefits of any such approval may be materially delayedagreement, and(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 thereof on the advice of Purchaser and (ii) Purchaser shall use commercially reasonable efforts to perform the obligations of VFL arising under such agreements and licenses, to the extent permitted that, by applicable Lawreason of the transactions consummated pursuant to this Agreement or otherwise, Purchaser has control over the resources necessary to perform such obligations. If and when any such approval or consent shall be obtained or such agreement or license shall otherwise become assignable, VFL shall promptly (assign all of its rights and in obligations thereunder to Purchaser without the payment of further consideration and Purchaser shall, without the payment of any event within 24 hours) provide the Other Party with a copy further consideration therefor, assume such rights and obligations and VFL shall be relieved of such communicationany and all obligation or liability hereunder.

Regulatory Matters. (a) The Parties Corporation shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all such documents, notices and certificates and take such steps and do such things as may be necessary documentation (including Notification and Report Forms, if required, under applicable securities laws to permit the HSR Act (which, if required, shall be filed within ten business days issuance of the date hereof) and any applicable Laws Common Shares in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and 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 circumstances 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 Section 3.2(a) such that may be requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters and to such issuance will comply with the terms prospectus and conditions registration requirements 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergerssecurities laws. (b) Each Notwithstanding any provision of Dex and SuperMedia shallthis Agreement to the contrary, in the event a Receiptholder or Beneficial Holder would, upon requestreceipt of any Common Shares issued in accordance with Sections 3.1(d) and 3.2(a), furnish together with its Investor Affiliates, own or exercise control or direction (or both) over 10% or more of 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 obtaining all Excess Common Share Approvals prior to the other all information concerning itselfExcess Common Share Final Approval Date. If any Excess Common Share Approval has not by then been granted or obtained, its Subsidiarieseach 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”), directors, officers and stockholders which Excess Subscription Receipts shall (unless otherwise waived by the Corporation) be cancelled immediately prior to the Acquisition Closing Time and such other matters as may Receiptholder or Beneficial Holder will be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries entitled to any Governmental Entity in connection with receive the Mergers and the other transactions payment contemplated by this AgreementSection 3.4. (c) Each Other than any Beneficial Holders who have notified the Corporation to the contrary prior to the date hereof, each Beneficial Holder, by acquiring or holding a beneficial interest in Subscription Receipts (including through CDS and Book- Entry Participants), (i) represents and warrants to the Corporation that the number of DexCommon Shares issuable pursuant to its beneficial holdings of Subscription Receipts will not cause it, the Merger Subs and SuperMedia shall promptly advise the others upon receiving any communication from any Governmental Entity the consent together with its Investor Affiliates, to have beneficial ownership of, or approval of which is required for consummation control or direction over (or both), 10% or more of the transactions contemplated by this Agreement Common Shares issued and outstanding immediately following closing of the Acquisition, and (ii) agrees not to take any action prior to the earlier of (x) issuance of Common Shares pursuant to the terms of the Subscription Receipts, and (y) a Termination Event, that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayedwould cause subparagraph (i), andabove, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationbe incorrect.

Regulatory Matters. (a) The Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation In the event that Agensys determines that any regulatory filings for any Compounds or Products are required for any activities hereunder (including Notification and Report Forms, if required, any activities under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control mattersResearch Program), to effect all applicationsincluding INDs, noticesBLAs / NDAs, petitions Drug Master Files (DMFs), and filingsother 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 promptly as practicable all Permitsbetween the Parties, 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 Related Party shall be 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 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 owner of all such Permitsregulatory filings; provided that Ambrx may be responsible at the direction of Agensys, consentsin its sole discretion, approvalsfor 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, clearances and authorizations of all such Governmental Entities. Each of SuperMedia and Dex Agensys or the Related Party shall have the sole 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, communicate 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 otherwise interact with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other Regulatory Authorities with respect to the obtaining of all PermitsCompounds and/or Products (including during the Research Term). For clarity, consentsAmbrx shall have no right to, approvalsand shall not, clearances and authorizations of all third parties and Governmental Entities necessary make any regulatory filings related to any Compounds or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party Products or otherwise interact with 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 Regulatory Authorities with respect to such transactionsthe Compounds or Products. Notwithstanding the foregoing, nothing in this Agreement Agensys shall be deemed 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 require Dex or SuperMedia to take any action, from Regulatory Authorities that reference Ambrx Know-How or commit to take any action, or agree to any condition or restrictionAmbrx Patent Rights, in connection with obtaining the foregoing Permitseach case as soon as practicable, consents, approvals, clearances and 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and but in any event event, within 24 hourstwenty (20) provide the Other Party Business Days prior to filing or within twenty (20) Business Days of receipt by Agensys. Agensys shall consult with a copy of such communicationAmbrx with respect to Ambrx Know-How or Ambrx-Patent Rights incorporated into any filings with Regulatory Authorities and shall incorporate comments from Ambrx in its reasonable discretion.

Regulatory Matters. (a) The Parties Each of the parties hereto shall cooperate with each other and use their respective reasonable best efforts to (i) take, or cause to be 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 any third-party consent or waiver that may be required to be obtained in connection with the 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 Seller or Seller Sub following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with 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 all necessary documentation (including Notification and Report Formsfile, if required, under the HSR Act (which, if required, shall be filed within ten business days of as promptly as possible after the date hereof) , all necessary documentation, and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvalswaivers, clearances approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including Agreement. Each of the Mergers), to parties shall use their reasonable best efforts to cause the expiration or termination of resolve 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 objections that may be 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 asserted by any Governmental Entity in connection with respect to this Agreement or the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by Notwithstanding anything set forth in this Agreement, including promptly furnishing the Other Party with copies of notices or other communications received by SuperMedia or Dexunder no circumstances shall a party be required, as the case may beand Seller and Seller Sub shall not be permitted (without Acquiror’s written consent in its sole discretion), or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Notwithstanding the foregoing, 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 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, approvalswaivers, clearances approvals and authorizations of third parties and Governmental Entitiesauthorizations, 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 necessary (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 advisable commit to effect take any mergers and/or consolidations of 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 SuperMedia Subsidiaries and event the Dex Subsidiaries following consummation of the MergersClosing occurs. (b) Each Subject to applicable Laws relating to the exchange of Dex information, Acquiror and SuperMedia Seller shall, upon request, furnish to the each other with all information concerning itselfAcquiror, its SubsidiariesSeller, Acquiror Sub and the Subsidiaries and their respective directors, officers and stockholders 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 DexAcquiror, SuperMedia or any of their respective Subsidiaries Seller, Acquiror Sub and Seller Sub to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. (c) Each Subject to applicable Laws (including those relating to the exchange of Dexinformation), Seller and Acquiror shall keep each other apprised of the Merger Subs and SuperMedia shall promptly advise status of matters relating to the others upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation completion of the transactions contemplated by this Agreement that causes such Party Agreement. Without limiting the generality of the foregoing, subject to believe that there is applicable Laws, the parties shall (i) promptly furnish each other with copies of notices or other communications received by the other party (or written summaries of communications 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 likelihood that opportunity to review in advance, and accept the reasonable comments of the other party in connection with, any Requisite Approval will not be obtained proposed communication to, including any filings with or that other written materials submitted to, any Governmental Entity, and (iii) consider in good faith the receipt of other party’s views with respect to, and confer in good faith with the other party to resolve, any such approval may be materially delayeddisagreement as to strategy with respect to any communication by the other party with any Governmental Entity or third party relating to the transactions contemplated by this Agreement. The parties shall not, and shall cause their respective subsidiaries to not, participate in any meeting or substantive discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent permitted not prohibited by applicable LawLaws, shall promptly (gives the other party the opportunity to attend and in any event within 24 hours) provide participate. Any such disclosures or rights to participate may be made on an outside counsel-only basis to the Other Party with a copy of such communicationextent required under applicable Laws.

Regulatory Matters. (a) The Parties 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 held pursuant to Section 5.2 of this Agreement. Each of Buyer and Seller shall use its reasonable best efforts to have the Proxy Statement approved for mailing in definitive form as promptly as practicable and thereafter Seller shall promptly mail to its shareholders the Proxy Statement. (b) The parties hereto shall cooperate with each other and use their respective 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all Governmental Entities and third parties and Governmental Entities that which 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 Agreement. Buyer 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 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 Seller shall have the right to review in advance, and, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable Laws 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 appears in any filing made with, with or written materials submitted to, to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with 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 transactionsherein. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Dex or SuperMedia to take any action, or commit to take any action, or The parties hereto agree to any condition or restriction, in connection with obtaining the foregoing Permits, consents, approvals, clearances and 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 they will use their reasonable best efforts to prepare and file such petitions and filingscause the Closing Date to occur by September 30, 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers2001. (bc) Each of Dex Buyer and SuperMedia Seller shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their respective Subsidiaries, directorsdirectors and officers, officers and stockholders the shareholders of Seller 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 DexBuyer, SuperMedia Buyer Bank, Merger Sub, Seller or any of their respective Subsidiaries Seller Bank to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreementhereby. (cd) Each of Dex, the Merger Subs Buyer and SuperMedia Seller shall promptly advise furnish each other with copies of written communications received by Buyer or Seller, as the others upon receiving case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationhereby.

Regulatory Matters. (ai) The Parties shall cooperate with each other and use their respective reasonable best efforts There are no pending, or to promptly prepare and file all necessary documentation the Knowledge of Capital One, threatened disputes or controversies (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days with respect to capital requirements) as of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and 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 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with copies of notices or other communications received by SuperMedia or Dex, as the case may be, hereof between Capital One or any of their respective Subsidiaries, from any third party and/or its Affiliates and any Governmental Entity Authority (or any capital plan, supervisory agreement or order with respect to such transactions. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Dex any Governmental Authority entered into or SuperMedia to take binding upon Capital One or 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 authorizations of third parties or Governmental Entities, its Affiliates) that (A) would reasonably be expected to have a material adverse effect on Newco, Dex, SuperMedia, Dex Surviving Company prevent Capital One from being able to perform its obligations under this Agreement or SuperMedia Surviving Company (a “Materially Burdensome Condition”)B) would reasonably be expected to impair the validity or consummation of this Agreement or the transactions contemplated hereby. 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 As of the SuperMedia Subsidiaries 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 (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 Dex Subsidiaries following transactions contemplated hereby. As of the date hereof, neither Capital One nor any of its Affiliates is subject to any cease-and-desist or other similar order or enforcement action issued by, 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 prohibits the consummation of this Agreement or the Mergerstransactions contemplated hereby. (bii) Each of Dex and SuperMedia shall, upon request, furnish Capital One was rated at least satisfactory following its most recent CRA examination by the regulatory agency responsible for its supervision prior 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or date hereof. Neither Capital One nor any of their respective Subsidiaries its Affiliates has received any written notice prior to the date hereof of any Governmental Entity in connection with the Mergers and the other transactions contemplated planned or threatened objection by this Agreement. (c) Each of Dex, the 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 banking community group to the transactions contemplated hereby. As of the date hereof, both currently and after giving effect to the transactions contemplated hereby (on a pro forma basis): (A) Capital One is and 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 (B) Capital One meets all capital requirements, standards and ratios required by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained each state or that the receipt of federal bank regulator with jurisdiction over Capital One, including any such approval may be materially delayedhigher requirement, and, standard or ratio as applied to the extent permitted Capital One by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationstate or federal bank regulator.

Regulatory Matters. (a) Promptly after the date of this Agreement, AUB and SASR shall prepare and file with the 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 this Agreement. Each of AUB and SASR 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 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 so long as necessary to consummate the transactions contemplated by this Agreement. 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 parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly (and in the case of the applications, notices, petitions and 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, orders, approvals, clearances waivers, non-objections and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the MergersMerger and the Bank Merger), 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 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 Permitspermits, consents, orders, approvals, clearances waivers, non-objections and authorizations of all such third parties and Governmental Entities. Each Without limiting the generality of SuperMedia the foregoing, as soon as practicable and Dex in no event later than forty-five (45) days after the date of this Agreement, AUB and SASR 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. 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 laws relating to the exchange of information, all the information relating to SuperMedia SASR or DexAUB, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental 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 parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, orders, approvals, clearances 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 by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 filingsherein, 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (b) Each of Dex and SuperMedia shall, upon request, furnish to each party shall consult with the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in advance of any meeting or advisable in connection conference with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, 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, 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, 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) the Federal Reserve Board under the BHC Act, the Bank Merger Act and the Rxxxxx-Xxxx Act, (ii) any event within 24 hours) provide state banking, securities or insurance regulatory authorities listed on Section 3.4 of the Other Party with a copy SASR Disclosure Schedule and Section 4.4 of the AUB Disclosure Schedule and approval of such communicationapplications, filings and notices, (iii) if required by the HSR Act, under the HSR Act and (iv) from any Governmental Entity (x) necessary to consummate the transactions contemplated by this Agreement (including the Merger and 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 any such permits, consents, orders, approvals, waivers, non-objections and authorizations the failure of which to be obtained would not be material to the Surviving Corporation or the Surviving Bank following the Effective Time.

Regulatory Matters. (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 included as a prospectus. Each of Huntington and 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances 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 MergersMerger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia Unizan and Dex Huntington 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 laws relating to the exchange of information, all the information relating to SuperMedia Unizan or DexHuntington, 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. In exercising the foregoing right, each of the Parties parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex The parties shall consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex Huntington and SuperMedia Unizan shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders 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 DexHuntington, SuperMedia Unizan or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs Huntington and SuperMedia Unizan shall promptly advise the others 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 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, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (a) The Parties 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 promptly filed with the SEC and 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which 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 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 Permitspermits, consents, approvals, clearances approvals 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable Entities. The parties shall promptly inform each other of any material communication from, and shall give the other parties a reasonable opportunity to consummate 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 and each will keep (other than any confidential portion thereof that relates solely to the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with copies of notices party receiving such communication from 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 providing such communication to such transactions. Notwithstanding the foregoing, 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 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”Entity). 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex TD and SuperMedia Banknorth shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus, the Registration Statement or any other statement, filing, notice or application made by or on behalf of DexTD, SuperMedia Banknorth or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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 issued to Oritani shareholders in connection with the Merger, as soon as practicable, but in no event later than sixty (60) days following the date of 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”). Prior to the filing of the Joint Proxy Statement-Prospectus and the Registration Statement, each party shall consult with the other party with respect to such filings and 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 order 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, 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 party such supplemental information as may be necessary in order to cause the Joint Proxy Statement-Prospectus or Registration Statement to comply with Section 5.6(a) hereof. The Parties 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 the offering of the Valley Common Stock with applicable state securities agencies and shall use all reasonable efforts to 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 their respective all 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions necessary filings and filings, to obtain as promptly as practicable all Permitsnecessary permits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that are governmental bodies necessary or advisable to consummate the transactions contemplated by this Agreement (including as soon as possible, including, without limitation, those required by the Mergers)OCC, to use reasonable best efforts to cause the expiration or termination FRB, NASDAQ, the Department of any applicable waiting periods, or receipt Treasury of required authorizations, as applicable, under the HSR Act State of New Jersey 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 requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters and to comply with Secretary of State of the terms and conditions State of all such Permits, consents, approvals, clearances and authorizations of all such Governmental EntitiesDelaware. Each of SuperMedia and Dex The parties shall each 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 advance and comment on all information relating to the exchange of information, all the information relating to SuperMedia or Dexother, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials material submitted to, any third party or any Governmental Entity governmental body in connection with the transactions contemplated by this Agreement. In exercising Valley and VNB shall use their best efforts to cause their applications to the foregoing right, each OCC and the application or waiver request to the FRB to be filed within sixty (60) days of the Parties date of this Agreement. Oritani shall act reasonably and as promptly as practicablecooperate with Valley to provide all information requested in writing by Valley to complete such application within ten (10) days of request from Valley. Each of SuperMedia and Dex Valley shall consult with each other with respect provide to the obtaining Oritani drafts of all Permits, consents, approvals, clearances filings and authorizations of all third parties applications referred to in this Section 5.6(e) and Governmental Entities necessary or advisable shall give Oritani the opportunity to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating comment thereon prior to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactionsfiling. Notwithstanding the foregoing, nothing in this Agreement contained herein shall be deemed to require Dex Valley or SuperMedia Oritani to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, governmental entities that would reasonably be expected to have a material adverse Material Adverse Effect on Valley following the merger, taken as a whole, after giving effect on Newco, Dex, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company to the Merger (a “Materially Burdensome Regulatory Condition”). In additionfurtherance and not in limitation of the foregoing, SuperMedia each of Valley and Dex agree to cooperate and Oritani shall use their its reasonable best efforts to prepare and file such petitions and filingsto, and cause its Subsidiaries to obtain such permitsuse reasonable best efforts to, consents(i) avoid the entry of, approvalsor to have vacated, clearances and authorizations of third parties and Governmental Entitieslifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that may 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; 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 necessary expected to constitute or advisable to effect any mergers and/or consolidations of the SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersresult in a Materially Burdensome Regulatory Condition. (bf) Each of Dex and SuperMedia shall, upon request, the parties will promptly furnish to the each other all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made copies of written communications received by or on behalf of Dex, SuperMedia them or any of their respective Subsidiaries to from, or delivered by any of the foregoing to, any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 respect of the transactions contemplated by 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 causes 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 Valley with any information, certificates, documents or other materials about Oritani as are reasonably necessary to be included in such Party 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 believe that there is a the Effective Time. Oritani shall use its reasonable likelihood that efforts to cause its attorneys and accountants to provide Valley and any Requisite Approval will underwriters for Valley with any consents, opinion letters, reports or information which are necessary to complete the registration statements and applications for any other acquisition or issuance of securities. Valley shall reimburse Oritani for all expenses reasonably incurred by Oritani related to another acquisition by Valley. Valley shall not file with the SEC any registration statement or amendment or supplement containing information regarding Oritani unless Oritani shall have consented to the disclosure contained in the filing, which consent shall not be obtained unreasonably delayed or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationwithheld.

Regulatory Matters. (a) Seller, with the cooperation of Buyer, shall promptly prepare and 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 respective 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all Governmental Entities and third parties and Governmental Entities that which 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 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 EntitiesTransactions. Each of SuperMedia and Dex Party shall have the right to review in advance, and, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable Laws 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 appears in any filing made by the other Party with, or written materials submitted toby the other Party, to any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the Parties Party shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The Parties agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Transactions and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactionsTransactions. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Dex or SuperMedia to take any action, or commit to take any action, or The Parties agree to any condition or restriction, in connection with obtaining the foregoing Permits, consents, approvals, clearances and 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 they will use their reasonable best efforts to prepare and file such petitions and filingscause the Closing Date to occur not later than March 31, 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers2002. (bc) Each of Dex and SuperMedia Party shall, upon request, furnish to the other Party with all information concerning itself, its Subsidiaries, directorsdirectors and officers, officers and stockholders the shareholders of Seller 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 Dex, SuperMedia any Party or any of their respective its Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this AgreementTransactions. (cd) Each of Dex, the Merger Subs and SuperMedia Party shall promptly advise furnish the others upon receiving other Party with copies of written communications received by it or any communication from of its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationTransactions.

Regulatory Matters. (a) Purchaser and Company shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Purchaser and 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances 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 Mergers)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 use reasonable best efforts the extent such distribution or similar restructuring would not reasonably be expected to cause present a material risk that the expiration Closing Date will be materially delayed or termination of that the Requisite Regulatory Approvals will be more difficult to obtain) as soon as possible, and in any applicable waiting periodsevent no later than December 31, or receipt of required authorizations, as applicable, under the HSR Act and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters2012, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters extent reasonably practicable, and to comply with the terms and conditions of all such Permitspermits, consents, approvals, clearances 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 Reserve no later than twenty (20) business days following the date of this Agreement. Each of SuperMedia Company and Dex Purchaser 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 informationlaws, all the non-confidential information relating to SuperMedia Company or DexPurchaser (excluding any confidential financial information relating to individuals), as the case may be, and any of their respective Subsidiaries, which that 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. In exercising the foregoing right, each of the Parties parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex The parties shall consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing . Each party shall consult with the Other Party other in advance of any meeting or conference with 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 transactions. Notwithstanding the foregoing, 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 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, transactions contemplated by this Agreement and to obtain the extent permitted by such permitsGovernmental Entity, consents, approvals, clearances give the other party and/or its counsel the opportunity to attend and authorizations of third parties participate in such meetings and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of the SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersconferences. (bc) Each of Dex Purchaser and SuperMedia Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders 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 DexPurchaser, SuperMedia Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company 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 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 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 shareholders and at the time of Company’s meeting of its shareholders to consider and 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 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 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, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Joint Proxy Statement. (cd) 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 such debt, guarantees, securities, and other agreements. (f) Each of Dex, the Merger Subs Purchaser and SuperMedia Company shall promptly advise the others 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 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, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (a) The Parties Seasons shall promptly prepare and 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 connection therewith that may be necessary and advisable in connection with the Seasons Stockholders Meeting (as hereinafter defined), and thereafter to mail the Proxy Statement to its stockholders. (b) Subject to the other provisions of this Agreement, the parties hereto 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which 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 requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters Merger) and to comply with the terms and conditions of all such Permitspermits, consents, approvals, clearances approvals 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex Parent and SuperMedia Seasons shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement or any other statement, filing, notice or application made by or on behalf of DexParent, SuperMedia Seasons or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of DexSeasons acknowledges and agrees that Parent intends to cause Seasons, as the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, andSurviving Company, to merge with and into Parent and to have Seasons Bank merged with and into Cadence Bank immediately after the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide Effective Time. Seasons agrees that its obligations pursuant to this Section 6.1 include an obligation to use its reasonable best efforts to take all actions necessary to cause the Other Party with a copy of National Bank Merger to be consummated at such communicationtime.

Regulatory Matters. (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 included as a prospectus. The Parties 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 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filingsfilings (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 Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that 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), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia BANC and Dex PACW 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 PACW or DexBANC, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party hereby. Each party shall consult with 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 transactions. Notwithstanding the foregoing, 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 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 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 in advance of any substantive meeting or advisable in connection conference with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, 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. As used in this Agreement, shall promptly “Requisite Regulatory Approvals” means all regulatory permits, authorizations, consents, Orders or approvals (and the expiration or termination of all statutory waiting periods in any event within 24 hoursrespect thereof) provide from the Other Party with Federal Reserve and the CDFPI that are necessary to consummate the transactions contemplated by this Agreement, including the Mergers, the FRS Membership and the Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a copy of such communicationMaterial Adverse Effect on the Surviving Corporation.

Regulatory Matters. (a) The Parties 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 extended for the minimum period necessary to obtain any indispensable information or data from third party sources. Company and 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, filings and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and or 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 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 thereof. The Company and authorizations of all such Governmental Entities. Each of SuperMedia and Dex Buyer shall have the right to review in advance, and, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable Laws laws relating to the exchange of informationinformation 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 SuperMedia the Company, the Bank, Buyer, or DexUCB, as the case may be, and any and, in the case of their respective Buyer, its Subsidiaries, which appear 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 exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and 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 completion consummation of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergershereby. (bi) Each of Dex Buyer and SuperMedia the Company shall, upon request, furnish 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 itselfthemselves, its 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 DexBuyer, SuperMedia the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers 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 request regarding the ownership of the Company Capital Stock. (cj) Each of Dex, Buyer and the Merger Subs and SuperMedia Company shall promptly advise furnish each other with copies of non-confidential written communications received by Buyer or the others upon receiving Company, as the case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will Agreement. (k) Buyer shall not be obtained required to file a registration statement with the SEC with respect to the shares of Buyer Common Stock to be issued hereunder for the purpose of sale or that resale of such shares by any person. (l) Not later than the receipt fifteenth (15th) day prior to the Proxy Statement Distribution Date, the Company shall deliver to Buyer a schedule of any such approval may be materially delayed, andeach person that, to the extent 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 “affiliate” of it (each, a “Company Affiliate”) as that term is used in Rule 145 under the Securities Act. The Company shall use its reasonable efforts to 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 Agreement 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, 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) pursuant to a then current effective registration statement under the Securities Act, (ii) in a transaction permitted by applicable LawRule 145 as to which Buyer has received an opinion of counsel, shall promptly in form and substance reasonably satisfactory to Buyer, in support of which such holder provides in advance holder and broker’s representations the form and content of which are approved by Buyer’s counsel, of compliance with the provisions of Rule 145, or (and iii) in any event within 24 hours) provide the Other Party with a copy transaction which, in an opinion of such communicationholder’s counsel in form and substance reasonably satisfactory to Buyer, or as described in a “no 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 subsection 7.1(m) shall be borne by Buyer.

Regulatory Matters. (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 included as a prospectus. Each of MB and 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 parties hereto 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the MergersMerger and the Bank Merger (collectively the "Bank Regulatory Applications")), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia MB and Dex TCG 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 laws relating to the exchange of information, all the information relating to SuperMedia TCG or DexMB, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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 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 and customary in connection with transactions similar to those contemplated by this Agreement, including promptly furnishing give the Other Party with 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 its counsel the opportunity to attend and participate in such transactionsmeetings and conferences. Notwithstanding the foregoing, nothing in this Agreement contained herein shall be deemed to require Dex MB or SuperMedia TCG to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, Entities that would reasonably be expected to have a material adverse 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 on Newco, Dex, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company to the Merger (a “"Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex MB and SuperMedia TCG shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders 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 DexMB, SuperMedia TCG or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs MB and SuperMedia TCG shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party 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 will be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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 included as a prospectus. The Parties 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 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filingsfilings (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 Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the MergersMergers and the Bank Merger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia Columbia and Dex Umpqua 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 laws relating to the exchange of information, all the information relating to SuperMedia Umpqua or DexColumbia, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party hereby. Each party shall consult with 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 transactions. Notwithstanding the foregoing, 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 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 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 in advance of any meeting or advisable in connection conference with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, 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 Lawlaw. As used in this Agreement, shall promptly “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (and the expiration or termination of all statutory waiting periods in any event within 24 hoursrespect thereof) provide (x) from the Other Party with Federal Reserve Board and the FDIC and (y) set forth in Sections 3.4 and 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 aggregate, a copy of such communicationMaterial Adverse Effect on the Surviving Corporation.

Regulatory Matters. (a) The Parties During the period from the date hereof to the Tranche 2 Closing or the earlier termination of this Agreement, the parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly as soon as possible following the date hereof prepare and file file, or cause the preparation and filing of, all necessary documentation (including Notification and Report Formsincluding, if requiredin the case of Buyer, under the HSR Act (which, if required, shall be filed within ten business days information requested by the face of the date hereof) forms, instructions and any applicable Laws in foreign jurisdictions governing antitrust or merger control mattersother written requirements set forth on Exhibit B), to effect all applications, notices, 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers)Agreement, 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 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 Permitspermits, consents, approvals, clearances 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. Each of SuperMedia and Dex The parties shall have use reasonable best efforts to provide the other 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 Omega Parent, Omega UK, the Company or DexBuyer, as the case may be, and any of their respective Subsidiaries, which appear appears in any material filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the 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. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each During the period from the date hereof to the Tranche 2 Closing or earlier termination of SuperMedia and Dex shall this Agreement, (i) the parties hereto agree that they will consult with each other with respect to the obtaining of all Permitsmaterial permits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate 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 by this Agreement, including promptly furnishing the Other Party herein; (ii) each party shall consult with 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 transactions. Notwithstanding the foregoing, 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 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 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 parties in advance of any meeting or conference between such party and stockholders 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 Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers 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 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 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 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 additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) take, and 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 file the premerger notification required under the HSR Act no later than ten (10) Business Days following the date hereof. (c) Each Without limiting the generality of Dexthe undertakings pursuant to Section 6.1(a), as soon as possible following the Tranche 1 Closing, the Merger Subs 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 SuperMedia 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 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 120 Business Days following the date hereof, (i) Omega Parent shall reasonably promptly notify Buyer of such determination and (ii) Buyer shall agree to, and cooperate with Omega Parent and the Company with respect to, any and all actions reasonably requested by Omega Parent (and, if applicable, approved by the Company) with respect to operations of the 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 scope and consistent with the objective of minimizing Buyer’s liability for any costs and expenses in connection therewith and (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 Section 6.1(d); provided, that such costs and expenses shall not exceed $5,000,000 in the aggregate. (e) For the avoidance of doubt, nothing in this Section 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. (f) Each party shall promptly advise the others other parties upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for to bring about the consummation of the transactions contemplated by this Agreement that causes such Party party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval or any Additional Approval will not be obtained or that the receipt of any such approval may will be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (a) Promptly after the date of this Agreement, NYCB and Flagstar shall prepare and file with the 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 the date of this Agreement. Each of NYCB and Flagstar shall 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 so long as necessary to consummate the transactions contemplated by this Agreement, and NYCB and Flagstar shall thereafter as promptly as practicable mail or deliver the Joint Proxy Statement to their respective stockholders and shareholders, as applicable. NYCB 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 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 parties hereto shall cooperate with each other and use their respective reasonable best efforts to (i) promptly prepare and file all necessary documentation (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filingsfilings (and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use reasonable best efforts to make such filings within forty (40) days of the date of this Agreement) that are necessary or advisable to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances 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 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 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.third

Regulatory Matters. (a) The Parties Each Purchaser 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filings, filings to obtain as promptly as practicable all Permitspermits, consents, orders, approvals, clearances waivers, non-objections and authorizations of all third parties and Governmental Entities that the Federal Reserve, the Bureau of Financial Institutions of the VSCC or other governmental authority which are necessary or advisable to consummate the transactions contemplated by this Agreement the Transaction Documents and to perform the covenants contemplated by the Transaction Documents (including the Mergers“Regulatory Approvals”), to . Each Purchaser shall use its reasonable best efforts to cause promptly obtain such Regulatory Approvals, and the expiration Company will cooperate as may reasonably be requested by a Purchaser to help such Purchaser obtain or termination of any applicable waiting periodssubmit, 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 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, documentation or written materials requested by or submitted to, to any third party or any Governmental Entity governmental authority in connection with the transactions contemplated by this AgreementRegulatory Approvals. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto will consult with each other with respect to the obtaining of all Permitssuch Regulatory Approvals, consentspromptly furnish each other with copies of written communications received by them, approvalsor delivered by them to, clearances and authorizations any governmental authority in respect of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein; provided, including promptly furnishing the Other Party with copies however, that no Purchaser shall be obligated hereunder to share any portion of notices an application or other communications received by SuperMedia or Dex, as the case may be, communication for which such Purchaser has requested confidential treatment or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactionsregulatory correspondence containing confidential information. Notwithstanding the foregoing, nothing in this Agreement contained herein shall be deemed to require Dex or SuperMedia any Purchaser to take any action, or commit to take any action, or agree to any condition condition, commitment or restriction, in connection with obtaining the foregoing PermitsRegulatory Approvals, consentswhich such Purchaser determines, approvalsin its reasonable good faith judgement, clearances and authorizations of third parties would be materially financially burdensome on the Company’s business following the Closing 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 reduce the 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 economic benefits of the transactions contemplated by this Agreement that causes to the Purchaser to such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or degree that the receipt of any Purchaser would not have entered into this Agreement had such approval may be materially delayed, and, condition or restriction been known to it at the extent permitted by applicable Law, shall promptly date hereof (and in any event within 24 hours) provide the Other Party with a copy of such communication“Materially Burdensome Regulatory Condition”).

Regulatory Matters. (a) First Charter and GBC shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of First Charter and 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances 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 MergersMerger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such third parties or Governmental Entities. Each of SuperMedia GBC and Dex First Charter 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 laws relating to the exchange confidentiality of information, all the information relating to SuperMedia GBC or DexFirst Charter, 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. In exercising the foregoing right, each of the Parties parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex The parties shall consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, nothing in this Agreement contained herein shall be deemed to require Dex or SuperMedia First Charter to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect Material Adverse Effect (measured on Newco, Dex, SuperMedia, Dex Surviving Company a scale relative to GBC) on either First Charter or SuperMedia Surviving Company GBC (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex First Charter and SuperMedia GBC shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders 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 DexFirst Charter, SuperMedia GBC or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs First Charter and SuperMedia GBC shall promptly advise the others 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 party to believe that there is a reasonable likelihood that any First Charter Requisite Regulatory Approval or GBC Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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 included as a prospectus. The Parties parties shall use reasonable best efforts to make such filings within sixty (60) days of the date of this Agreement. Each of LINK and 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filingsfilings (and, in the case of the regulatory applications to the Federal Reserve Board, the FDIC, 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia LINK and Dex Partners 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 laws relating to the exchange of information, all the information relating to SuperMedia Partners or DexLINK, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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 this Agreement, “Requisite Regulatory Approvals means all regulatory authorizations, consents, orders or approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (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 promptly furnishing the Other Party with copies of notices or other communications received by SuperMedia or Dex, as Merger and the case may beBank Mergers, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation. (c) Each party shall use its reasonable best efforts to respond to any of their respective Subsidiaries, from request for information and resolve any third party and/or objection that may be asserted by any Governmental Entity with respect to such transactionsthis Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Dex LINK or SuperMedia Partners or any of their respective Subsidiaries, and neither LINK nor Partners nor any of their respective Subsidiaries shall be permitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permitspermits, consents, approvals, clearances approvals and authorizations of third parties Governmental Entities or Governmental Entities, Regulatory Agencies that would reasonably be expected to have a material adverse effect on Newcothe Surviving Corporation and its Subsidiaries, Dextaken as a whole, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company after giving effect to the Merger and the Bank Mergers (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bd) Each To the extent permitted by applicable law and subject to the terms of Dex Section 9.14 of this Agreement, LINK and SuperMedia Partners shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders shareholders, as applicable, 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 DexLINK, SuperMedia Partners or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Mergers and the other transactions contemplated by this Agreement. (ce) Each To the extent permitted by applicable law and subject to the terms of DexSection 9.14 of this Agreement, the Merger Subs LINK and SuperMedia Partners shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party 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 will be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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 included as a prospectus, and one or more registration statements or amendments to existing registration statements under the Securities Act for 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 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 parties hereto 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Agreements (including without limitation the MergersMerger and the Bank Merger), 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 . SJNB 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 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 Saratoga shall have the right to review in advance, and, advance and to the extent practicable, practicable each will consult the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia Saratoga or DexSJNB, as the case may be, and any of their respective Subsidiaries, Subsidiaries which appear 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 exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger) and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersherein. (bc) Each of Dex SJNB and SuperMedia Saratoga shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of DexSJNB, SuperMedia Saratoga or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs SJNB and SuperMedia Saratoga shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which causes such Party party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 6.1(b)) will not be obtained or that the receipt of any such approval may will be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (a) Promptly after the date of this Agreement, South State and CenterState shall prepare and file with the 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 this Agreement. Each of South State and CenterState 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 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 necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, 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 parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly (and in the case of the applications, notices, petitions and 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, orders, approvals, clearances waivers, non-objections and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the MergersMerger and the Bank Merger), 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 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 Permitspermits, consents, orders, approvals, clearances waivers, non-objections and authorizations of all such Governmental Entities. Each Without limiting the generality of SuperMedia the foregoing, as soon as practicable and Dex in no event later than forty-five (45) days after the date of this Agreement, South State and CenterState 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. South State and CenterState 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. South State and CenterState 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 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.the

Regulatory Matters. (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 included as a prospectus, and 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 parties hereto shall cooperate with each other and use their respective commercially 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the MergersMerger and the Bank Merger (collectively the “Bank Regulatory Applications”)), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia Green and Dex Patriot shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia Patriot or DexGreen, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing herein. Each party shall consult with the Other Party other in advance of any formal meeting or conference with 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 in connection with respect the transactions contemplated by this Agreement and to the extent permitted by such transactionsGovernmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, nothing in this Agreement contained herein shall be deemed to require Dex Green or SuperMedia Patriot to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, 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 Material Adverse Effect on NewcoGreen, Dexthe Surviving Corporation or any of their respective Affiliates, SuperMediain each case measured on a scale relative to Patriot (including, Dex Surviving Company without limitation, any requirement to raise or SuperMedia Surviving Company obtain capital in excess of the amount necessary to remain well capitalized under generally applicable regulatory capital guidelines) (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex Green and SuperMedia Patriot shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders 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 DexGreen, SuperMedia Patriot or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs Green and SuperMedia Patriot shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party 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 will be materially delayed. As used in this Agreement, andthe “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the Federal Reserve Board, the OCC and the Texas Department of Banking and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to consummate the extent permitted transactions contemplated by applicable Lawthis Agreement, shall promptly (including the Merger and the Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in any event within 24 hours) provide the Other Party with aggregate, a copy of such communicationMaterial Adverse Effect on the Surviving Corporation.

Regulatory Matters. (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 included as a prospectus. The Parties 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 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filingsfilings (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 Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the MergersMerger and the Bank Merger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia Old National and Dex First Midwest 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 laws relating to the exchange of information, all the information relating to SuperMedia First Midwest or DexOld National, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party hereby. Each party shall consult with 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 transactions. Notwithstanding the foregoing, 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 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 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 in advance of any meeting or advisable in connection conference with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers 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. As used in this Agreement, “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (and the other expiration or termination of all statutory waiting periods in respect thereof) (x) from the Federal Reserve Board and the OCC and (y) set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement. (c) Each of Dex, including the Merger Subs and SuperMedia shall promptly advise the others upon receiving any communication from any Governmental Entity Bank Merger, or those the consent or approval failure 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 Approval will not be obtained would reasonably be expected to have, individually or that in the receipt of any such approval may be materially delayedaggregate, and, to a Material Adverse Effect on the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationSurviving Corporation.

Regulatory Matters. (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 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances 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 MergersMerger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such third parties or Governmental Entities. Each of SuperMedia Seller, Buyer and Dex Buyer Bank 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 laws relating to the exchange confidentiality of information, all the information relating to SuperMedia Seller, Buyer or DexBuyer Bank, as the case may be, and any of their respective Subsidiaries, which appear 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 exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex The Parties shall consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, nothing in this Agreement contained herein shall be deemed to require Dex or SuperMedia Buyer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect Material Adverse Effect (measured on Newco, Dex, SuperMedia, Dex Surviving Company a scale relative to Seller) on either Buyer or SuperMedia Surviving Company Seller (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex Buyer and SuperMedia Seller shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders 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 DexBuyer, SuperMedia Seller or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of DexBuyer, the Merger Subs Buyer Bank and SuperMedia Seller shall promptly advise the others 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 Buyer Requisite Regulatory Approval or Seller Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers), to use reasonable best efforts to cause Merger and 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 requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters Subsidiary Merger) and to comply with the terms and conditions of all such Permitspermits, consents, approvals, clearances approvals 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities Entities. Washington Mutual shall file all appropriate applications with the OTS necessary or advisable to consummate obtain approval for the transactions contemplated by this Agreement Merger and each will keep the other apprised Subsidiary Merger within 30 days of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactionsdate hereof. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Dex or SuperMedia Washington Mutual to take any action, or commit to take any action, or agree to any condition or restrictionrestrictions, in connection with obtaining the foregoing Permitspermits, consents, approvals, clearances approvals and authorizations of Governmental Entities or third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect Material Adverse Effect (measured on Newco, Dex, SuperMedia, Dex a scale relative to Providian) on the business or operations of the Surviving Company or SuperMedia Surviving Company following the Effective Time (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bd) Each of Dex Washington Mutual and SuperMedia Providian shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of DexWashington Mutual, SuperMedia Providian or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Subsidiary Merger and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (a) The Parties As promptly as reasonably practicable following the date hereof, Wxxxxxx and NewMil shall cooperate in preparing and each shall cause to be filed with each other 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 their respective 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 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 the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Wxxxxxx Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of 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 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 promptly filed with the SEC and disseminated to the stockholders of NewMil. (b) Wxxxxxx also shall take any action (other 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 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 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 Wxxxxxx Common Stock to be issued by Wxxxxxx in exchange for the shares of NewMil Common Stock. (d) Wxxxxxx and NewMil will prepare and file all necessary documentation (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations or waivers thereof of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the MergersMerger), . Wxxxxxx and NewMil shall cooperate with each other to use reasonable best efforts to cause effect the expiration or termination of any applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act foregoing. NewMil 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 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 Wxxxxxx shall have the right to review in advance, and, and to the extent practicable, 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 NewMil or DexWxxxxxx, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental 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. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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 contemplation of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersherein. (be) Each of Dex Wxxxxxx 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the Merger Subs and SuperMedia NewMil shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which causes such Party party to believe that there is a reasonable likelihood that any Requisite Approval Regulatory Approval) will not be obtained or that the receipt of any such approval may will be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (a) The Parties shall cooperate with each other and will use their respective reasonable best efforts to take, or cause to be 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 obtain all consents and approvals of, all Governmental Authorities and other third Persons that may be 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 documentation notification and report forms under the HSR Act, and thereafter (including Notification and Report Forms, if required, i) comply at the earliest reasonably practicable date with any request under the HSR Act (whichfor additional information, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and 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 periodsdocuments, 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 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 transactions contemplated received by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia them or any of their respective Subsidiaries or Affiliates from any Governmental Authority in respect of such filings or such Transactions and (ii) cooperate with each other in connection with 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 the Parties will commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Entity 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 Mergers and the notifications, filings, registrations or other transactions materials contemplated by this Agreementparagraph will be paid by Buyer. (cb) Each 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 Dexany oral communication with, the Merger Subs and SuperMedia shall promptly advise the others upon receiving any communication from provide copies of written communications with, any Governmental Entity Authority regarding any such filings or the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Transactions. No Party to believe that there is a reasonable likelihood that will independently participate in any Requisite Approval will not be obtained or that the receipt meeting with any Governmental Authority in respect of any such approval may be materially delayedfilings, 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 one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings under the HSR Act. 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 under applicable Law or as appropriate to protect confidential business information, and may withhold or redact material as necessary to comply with 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 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 other privilege pursuant to this Section 5.9 in such a manner so as to preserve any applicable privilege. (c) Notwithstanding anything in this Agreement to the contrary, Buyer and 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 Transactions expeditiously and lawfully. In the event that any action is threatened or instituted challenging the Transactions as violative of HSR Act, Buyer 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, nothing in this Agreement shall promptly require, or 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 in conditions of this Agreement; or (iv) abandon, or agree or commit to any event within 24 hoursmaterial limitation or condition on or modification of, the Buyer Arena Project. (d) provide Prior to the Other Party with a copy Closing, neither Buyer nor Seller will take any action if such action would make it materially more likely that there would arise any impediments under the HSR Act that may be asserted by any Governmental Authority to the consummation of such communicationthe Transactions as soon as practicable.

Regulatory Matters. (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 included as a prospectus. Each of Fifth Third and 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances 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 MergersMerger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such third parties or Governmental Entities. Each of SuperMedia First Charter and Dex Fifth Third 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 laws relating to the exchange confidentiality of information, all the information relating to SuperMedia First Charter or DexFifth Third, as the case may be, and any of their respective Subsidiaries, which appear 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 exercising the foregoing right, each of the Parties parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex The parties shall consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, nothing in this Agreement contained herein shall be deemed to require Dex or SuperMedia Fifth Third to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect Material Adverse Effect (measured on Newcoa scale relative to First Charter) on Fifth Third, Dex, SuperMedia, Dex First Charter or the Surviving Company or SuperMedia Surviving Company Corporation (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex Fifth Third and SuperMedia First Charter shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders 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 DexFifth Third, SuperMedia First Charter or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs Fifth Third and SuperMedia First Charter shall promptly advise the others 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 party to believe that there is a reasonable likelihood that any Fifth Third Requisite Regulatory Approval or First Charter Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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 included as a prospectus. Each of Xxxxx Fargo and 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 parties hereto 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the Mergers)Merger) and the Option Agreements, 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia Xxxxx Fargo and Dex Norwest 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 laws relating to the exchange of information, all the information relating to SuperMedia Norwest or DexXxxxx Fargo, 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. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and the Option Agreements and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersherein. (bc) Each of Dex Xxxxx Fargo and SuperMedia Norwest shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders 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 DexXxxxx Fargo, SuperMedia Norwest or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs Xxxxx Fargo and SuperMedia Norwest shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement or the Option Agreements that causes such Party 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 will be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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 Parties Registration Statement shall contain proxy materials relating to the matters to be 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 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, orders, approvals, clearances waivers, non-objections and authorizations of all third parties and Governmental Entities that which 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 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 Permitspermits, consents, orders, approvals, clearances waivers, non-objections and authorizations of all such Governmental Entities. Each of SuperMedia Buyer and Dex AMNB 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 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 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 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. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, orders, approvals, clearances 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 by herein. As used in this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, nothing in this Agreement term “Requisite Regulatory Approvals” 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 Permitsmean all regulatory authorizations, consents, approvalspermits, clearances waivers, non-objections, orders and authorizations approvals (and the expiration or termination 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 all statutory waiting periods in respect thereof) (a “Materially Burdensome Condition”). In addition, SuperMedia i) from the Federal Reserve Board and Dex agree to cooperate and use their reasonable best efforts to prepare and file such petitions and filingsthe BFI of the VSCC, and (ii) set forth in Section 3.5 or Section 4.5 that are necessary 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 consummate the transactions contemplated by this Agreement that causes such Party (including the Mergers) or those the failure of which to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained would reasonably be expected to have, either individually or that in the receipt of any such approval may be materially delayedaggregate, anda Material Adverse Effect on Buyer, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide Surviving Corporation or the Other Party with a copy of such communicationSurviving Bank following the Effective Time.

Regulatory Matters. (a) The Parties 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 selected by Washington Mutual. (c) Subject to the other provisions of this Agreement, the parties hereto 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Mergers), to use reasonable best efforts to cause Merger and 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 requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters Second Merger) and to comply with the terms and conditions of all such Permitspermits, consents, approvals, clearances approvals 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bd) Each of Dex Washington Mutual and SuperMedia Dime shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of DexWashington Mutual, SuperMedia Dime or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (ce) Each of Dex, the Merger Subs Washington Mutual and SuperMedia Dime shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which causes such Party party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 8.1(c) below) will not be obtained or that the receipt of any such approval may will be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationdelayed or conditioned.

Regulatory Matters. (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, 9.1 GTE shall be filed within ten business days of the date hereof) responsible for obtaining and any applicable Laws keeping in foreign jurisdictions governing antitrust or merger control matters), to effect all applicationsFCC, noticesstate regulatory commission, petitions franchise authority and filingsother 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 FCC, state regulatory commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services 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 AT&T Customers contemplated by this Agreement. AT&T shall reasonably cooperate with GTE in obtaining and maintaining any required approvals for which GTE is responsible, and GTE shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 Nothing in this Agreement (shall be construed to deny either Party the 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 price or other term of this Agreement, except to the extent that this Agreement makes the tariff item being changed determinative of such price or such other term, in which case the changed tariff shall apply prospectively. 9.3 If any effective legislative, regulatory, judicial or other legal actions, including the Mergers)a change in Applicable Law, to use reasonable best efforts to cause the expiration or termination materially affects any material terms of any applicable waiting periodsthis Agreement, or receipt the ability of required authorizationsAT&T or GTE to perform any material terms of this Agreement, as applicable, under the HSR Act such change in law shall apply immediately 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 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, nothing in this Agreement shall be deemed applied and interpreted such that the obligations and requirements applicable to require Dex each party under this Agreement shall be consistent with such change in law. AT&T or SuperMedia to take any actionGTE may, or commit to take any actionon thirty (30) days written notice (delivered not later than 90 days following the date on which such action has become effective) request that such term(s) be renegotiated, or and the Parties agree to any condition or restriction, so negotiate in connection with obtaining the foregoing Permits, consents, approvals, clearances and 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”good faith such mutually acceptable new term(s). In additionNotwithstanding the above, SuperMedia and Dex if the Parties do not agree on the appropriate application of any change in law to cooperate and use their reasonable best efforts this Agreement, either Party may pursue any remedy available 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersit under Applicable Law. (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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement9.4 [Intentionally deleted. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.]

Regulatory Matters. (a) The Parties From the date hereof through the consummation of the Offer (which shall include acceptance for payment of all Common Shares duly tendered), Buyer, Sub and the Company shall cooperate with each other and use their respective commercially reasonable best efforts promptly to promptly prepare and file all necessary documentation (including Notification with, and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all PermitsLicenses and Permits of, consents, approvals, clearances and authorizations of all third parties and Governmental Entities that Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (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, filings under the HSR Act Act. Buyer 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 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 Company shall have the right to review in advance, and, to the extent practicable, each will and shall consult with the other on, in each case subject to applicable Laws any laws relating to the exchange of information, all the information relating to SuperMedia the Company and any of its Subsidiaries or DexBuyer, as the case may be, and any of their respective SubsidiariesAffiliates, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances Licenses and authorizations Permits of all third parties and Governmental Entities Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each will party shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreementherein. The party responsible for any such filing shall promptly deliver to the other party evidence of the filing of all applications, including 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 furnishing deliver to the Other Party with copies other party a copy of notices or each material notice, order, opinion and other communications item of correspondence received by SuperMedia or Dex, as the case may be, or any of their respective Subsidiaries, such filing party from any third party and/or Governmental Authority in respect of any Governmental Entity with respect to such transactionsapplication. Notwithstanding the foregoing, 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 In exercising the foregoing Permitsrights and obligations, consents, approvals, clearances and 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 SuperMedia Subsidiaries Buyer and the Dex Subsidiaries following consummation of the MergersCompany shall act reasonably and as promptly as practicable. (b) Each Buyer has made Form A filings with the insurance departments of Dex the States of California, Pennsylvania and SuperMedia shall, upon request, furnish Connecticut with respect to the transactions contemplated hereby. Buyer shall promptly make any and all other all filings and submissions of information concerning itself, its Subsidiaries, directors, officers with such insurance departments which are required or requested by such insurance departments in order to obtain the approvals required by such insurance departments to consummate the transactions contemplated hereby. The Company agrees to furnish Buyer with such necessary information and stockholders and such other matters reasonable assistance as Buyer may be reasonably necessary or advisable request in connection with any statement, filing, notice its preparation of such Form A filings and other filings or application made by or on behalf submissions. Buyer shall keep the Company fully apprised of Dex, SuperMedia or any of their respective Subsidiaries its actions with respect to any Governmental Entity in connection with the Mergers all such filings and the other transactions contemplated by this Agreement. (c) Each of Dex, the Merger Subs submissions 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party Company with a copy copies of such communicationForm A filings and other filings or submissions.

Regulatory Matters. (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 included as a prospectus. Each of Parent and 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 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the MergersIntegrated Mergers and the Bank Merger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia Parent and Dex the Company shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to applicable Laws laws relating to the exchange of information (and subject to necessary redactions relating to confidential or sensitive information), all the information relating to SuperMedia the Company or DexParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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 any formal 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. Notwithstanding the foregoing or anything to the contrary in this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, nothing in this Agreement contained herein shall be deemed to require Dex Parent or SuperMedia 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 Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, Entities that would reasonably be expected to have a material adverse effect Material Adverse Effect (measured on Newcoa scale relative to the Company) on any of Parent, Dex, SuperMedia, Dex Surviving the Company or SuperMedia the Surviving Company Corporation, after giving effect to the Integrated Mergers (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex Parent and SuperMedia the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders 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 DexParent, SuperMedia the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Integrated Mergers, the Bank Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, Parent and the Merger Subs and SuperMedia Company shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party 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 will be materially delayed. As used in this Agreement, andthe “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the 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 consummate the extent permitted transactions contemplated by applicable Lawthis Agreement, shall promptly (including the Integrated Mergers and the Bank Merger, the failure of which to be obtained would reasonably be expected to have, individually or in any event within 24 hours) provide the Other Party with aggregate, a copy of such communicationMaterial Adverse Effect on the Surviving Corporation.

Regulatory Matters. (a) The Parties shall cooperate with each Without limiting the generality of any other provision of this Article 5, Seller and Purchaser agree to use their respective commercially reasonable best efforts to promptly prepare (i) assist the other parties in the preparation and file filing of all necessary documentation (including Notification forms, notifications, reports and Report Formsinformation, if requiredany, under the HSR Act required or reasonably deemed advisable pursuant to any Law, (which, if required, shall be filed within ten business days of the date hereofii) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect obtain all applications, notices, petitions and filings, to obtain Permits 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 for the consummation of this Agreement and the transactions contemplated by this Agreement (including hereby and for Purchaser to carry on the Mergers), to use reasonable best efforts to cause business of the expiration or termination of any applicable waiting periods, or receipt of required authorizationsAcquired Companies immediately following the RFS Closing Date and the RFCIL Closing Date, as applicable, under and (iii) make on a prompt and timely basis all governmental or regulatory notifications and filings required to be made by it for 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 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 consummation 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicablehereby. Each party shall promptly advise the other party of SuperMedia and Dex shall consult with each other any developments with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersmatters. (b) Each of Dex and SuperMedia party to this Agreement shall, upon request, furnish to the each other party with all information concerning itself, its Subsidiariesthemselves, directors, officers and stockholders 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 Dex, SuperMedia Seller or any of their respective Subsidiaries Purchaser to any Governmental Entity Authority in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the Merger Subs and SuperMedia The parties to this Agreement shall promptly advise the others each other upon receiving any communication from any Governmental Entity the Authority whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which causes such Party party to believe that there is a reasonable likelihood that any Requisite Approval requisite regulatory approval will not be obtained or that the receipt of any such approval may will be materially delayed, and, 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 extent permitted by applicable Lawother party, as promptly as practicable after the filing or receipt thereof (unless a different time period shall promptly (and in any event within 24 hours) provide the Other Party with otherwise be specified herein), a copy of such communicationall applications, notices, petitions, filings documents and notices referred to in this Section 5.7.

Regulatory Matters. (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 included as a prospectus. Each of Bancorp and 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 parties hereto 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the MergersMerger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia Bancorp and Dex CBI shall have the right to review in advance, and, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia CBI or DexBancorp, 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. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersherein. (bc) Each of Dex Bancorp and SuperMedia CBI shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of DexBancorp, SuperMedia CBI or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs Bancorp and SuperMedia CBI shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which causes such Party 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 will be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (a) The Parties shall cooperate with each other and use their respective reasonable best efforts Notwithstanding anything in this Agreement to promptly prepare and file all necessary documentation (including the contrary, the parties hereto agree to make an appropriate filing of a Notification and Report FormsForm pursuant to the HSR Act, if requiredto make all other filings required by applicable foreign Antitrust Laws identified in Section 6.8(a)(i) of the Parent Disclosure Schedule (collectively, under “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 (which, if required, shall will be filed made within ten business (10) days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and 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 and such filings shall request early termination of any the applicable waiting periods, or receipt of required authorizations, as applicable, period under the HSR Act Act, (ii) for applicable Foreign Antitrust Approvals shall be submitted by the parties with the relevant notification forms, or a draft thereof, for jurisdictions where submission of a draft prior to formal notification is appropriate, within twenty (20) days of the date of this Agreement and any (iii) for applicable Laws in foreign Regulatory Approvals shall be submitted by the parties with the relevant notification forms, or a draft thereof, for jurisdictions governing antitrust or merger control matterswhere submission of a draft prior to formal notification is appropriate, within ten (10) Business Days of the date of this Agreement) and 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 Foreign Antitrust Approvals or any applicable Laws other Antitrust Law or any Regulatory Approvals. The parties shall also consult and cooperate with one another, and consider in foreign jurisdictions governing antitrust or merger control matters good faith the views of one another, in connection with, and provide 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 other parties in advance, andany 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 will consult 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 onparty 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 subject 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 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 relating 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 the exchange of informationbe taken, all the information relating to SuperMedia or Dex, as the case may beactions, 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 respective SubsidiariesSubsidiaries in connection with the authorization, which appear 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 filing 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. The Company and Parent shall cooperate with each other in connection with the making of all such filings, submissions, applications and requests. Each of the Company and Parent shall use its reasonable best efforts to furnish to each other (on an outside counsel basis if appropriate) all information required for any filing, submission, application or request to be made with, or written materials submitted to, any third party or any Governmental Entity pursuant to applicable Law in connection with the transactions contemplated by this Agreement. In exercising For the foregoing rightavoidance of doubt, each of Parent and the Parties Company agree that nothing contained in this Section 6.8(b) shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permitsmodify, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary limit or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with copies of notices or other communications received by SuperMedia or Dex, as the case may be, or any of otherwise affect their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Notwithstanding the foregoing, 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 rights and 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”responsibilities under Section 6.8(a). 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (a) The Parties 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 held pursuant to Section 5.2 of this Agreement. Each of Buyer and Seller shall use its reasonable best efforts to have the Proxy Statement approved for mailing in definitive form as promptly as practicable and thereafter Seller shall promptly mail to its shareholders the Proxy Statement. (b) The parties hereto shall cooperate with each other and use their respective 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all Governmental Entities and third parties and Governmental Entities that which 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 Agreement. Buyer 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 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 Seller shall have the right to review in advance, and, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable Laws 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 appears in any filing made with, with or written materials submitted to, to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with 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 transactionsherein. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Dex or SuperMedia to take any action, or commit to take any action, or The parties hereto agree to any condition or restriction, in connection with obtaining the foregoing Permits, consents, approvals, clearances and 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 they will use their reasonable best efforts to prepare and file such petitions and filingscause the Closing Date to occur by September 30, 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers1999. (bc) Each of Dex Buyer and SuperMedia Seller shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their respective Subsidiaries, directorsdirectors and officers, officers and stockholders the shareholders of Seller 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 DexBuyer, SuperMedia Buyer Bank, Merger Sub, Seller or any of their respective Subsidiaries Seller Bank to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreementhereby. (cd) Each of Dex, the Merger Subs Buyer and SuperMedia Seller shall promptly advise furnish each other with copies of written communications received by Buyer or Seller, as the others upon receiving case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationhereby.

Regulatory Matters. (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 issued to 1st United shareholders in connection with the Merger, as soon as practicable, but in no event later than forty-five (45) days, following the date of 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”). Prior to the filing of the Joint Proxy Statement-Prospectus and the Registration Statement, each party shall consult with the other party with respect to such filings and 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 order 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, 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 party such supplemental information as may be necessary in order to cause the Joint Proxy Statement-Prospectus or Registration Statement to comply with Section 5.6(a). The Parties 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 the offering of the Valley Common Stock with applicable state securities agencies and shall use all reasonable efforts to 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 their respective all 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions necessary filings and filings, to obtain as promptly as practicable all Permitsnecessary permits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that are governmental bodies necessary or advisable to consummate the transactions contemplated by this Agreement (including as soon as possible, including, without limitation, those required by the Mergers)OCC, to use reasonable best efforts to cause the expiration or termination FDIC, the FRB, the OFR and the Florida Department 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 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 EntitiesState. Each of SuperMedia and Dex The parties shall each 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 advance and comment on all information relating to the exchange of information, all the information relating to SuperMedia or Dexother, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials material submitted to, any third party or any Governmental Entity governmental body in connection with the transactions contemplated by this Agreement. In exercising Valley and VNB shall use their best efforts to cause their applications to the foregoing right, each OCC and the FRB to be filed within thirty (30) days of the Parties date of this Agreement. 1st United shall act reasonably cooperate with 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 1st United drafts of all filings and as promptly as practicable. applications referred to in this Section 5.6(e) and shall give 1st United the opportunity to comment thereon prior to their filing. (f) Each of SuperMedia and Dex shall consult with the parties will promptly furnish each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with copies of notices or other written 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 transactions. Notwithstanding the foregoing, 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 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia them or any of their respective Subsidiaries to from, or delivered by any of the foregoing to, any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationhereby.

Regulatory Matters. (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 included as a prospectus. Each of HRB and 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 parties hereto shall cooperate with each other and use their respective 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the MergersMerger and the Bank Merger), to use reasonable best efforts to cause and which shall also include approval by the expiration or termination Federal Reserve Board and the Bureau of any applicable waiting periodsFinancial Institutions of (i) the payment, 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 requested pursuant immediately prior to the HSR Act Closing, of cash from Bank of Hampton Roads to HRB, whether through dividend, capital reduction or any applicable Laws in foreign jurisdictions governing antitrust 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 merger control matters other 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia HRB and Dex 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 laws relating to the exchange of information, all the information relating to SuperMedia Xenith or DexHRB, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, 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, including promptly furnishing subject to applicable laws governing the Other Party confidentiality of such information. Each party shall consult with copies the other in advance of notices any meeting 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 conference with any Governmental Entity in connection with respect the transactions contemplated by this Agreement and to the extent permitted by such transactionsGovernmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoingforegoing or anything to the contrary contained in this Agreement, nothing in this Agreement contained herein shall be deemed to require Dex HRB or SuperMedia Xenith to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, Entities that would reasonably be expected to have a material adverse effect on Newcothe Surviving Corporation and its Subsidiaries, Dextaken as a whole, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company after giving effect to the Merger (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex HRB and SuperMedia Xenith shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4, the Requisite Regulatory Approvals or any other statement, filing, notice or application made by or on behalf of DexHRB, SuperMedia Xenith or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs HRB and SuperMedia Xenith shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained, or will be obtained subject to a Materially Burdensome Regulatory Condition, or that the receipt of any such approval may will be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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, 9.1 BellSouth shall be filed within ten business days of the date hereof) responsible for obtaining and any applicable Laws keeping in foreign jurisdictions governing antitrust or merger control matters), to effect all applicationsFederal Communications Commission, noticesState Commissions, petitions franchise authority and 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 other regulatory approvals that may be 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 required in connection with the transactions performance of its obligations under this Agreement. 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 TCG end users contemplated by this Agreement. TCG shall reasonably cooperate with BellSouth in obtaining and maintaining any required approvals for which BellSouth is responsible, and BellSouth shall reasonably cooperate with TCG in obtaining and maintaining any required approvals for which TCG is responsible. 9.2 In exercising the foregoing rightevent that BellSouth is required by any governmental authority to file a tariff or make another similar filing (“Filing”) in order to implement this Agreement, each of the Parties BellSouth shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall (i) consult with each other with respect TCG reasonably in advance of such Filing about the form and substance of such Filing, (ii) provide to TCG its proposed tariff and obtain TCG's agreement on the obtaining form and substance of such Filing, and (iii) take all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities steps reasonably necessary or advisable to consummate the transactions contemplated by ensure that such Filing imposes obligations upon BellSouth that are no less favorable than those provided in this Agreement and each will keep preserves for TCG the other apprised full benefit of the status of matters relating to completion of the transactions contemplated by rights otherwise provided in this Agreement, including promptly furnishing . In no event shall BellSouth file any tariff to implement this Agreement that purports to govern Services and Elements that is inconsistent with the Other Party with copies of notices or rates and 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 transactions. Notwithstanding the foregoing, nothing terms and conditions set forth in this Agreement shall be deemed to require Dex unless such rate or SuperMedia to take any action, or commit to take any action, or agree to any condition or restriction, other terms and conditions are more favorable than those set forth in connection with obtaining the foregoing Permits, consents, approvals, clearances and 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other 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 TCG or BellSouth to perform any material terms of this Agreement, TCG or BellSouth may, on ninety (c90) Each of Dexdays' 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 Merger Subs and SuperMedia dispute shall promptly advise follow the others upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation dispute resolution procedures set forth in Section 16 of the transactions contemplated by General Terms and Conditions of this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationAgreement.

Regulatory Matters. (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 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 any Third Party consent (including those required to be set forth in 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 Merger and the other transactions contemplated by this Agreement, 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 obtained by Parent or the Company, respectively, or any of their respective Subsidiaries, in connection with the Merger and the other transactions contemplated by this Agreement. The Parties parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation (including Notification documentation, and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filingsfilings (including any notification required by the HSR Act), to obtain as promptly as practicable all Permits, consents, approvals, clearances and authorizations of all third parties Third Parties and Governmental Entities that Entities, and the expiry or termination of all applicable waiting periods, which 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 Merger 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 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances Permits and authorizations consents of all third parties Third Parties and Governmental Entities Entities, and the expiration or termination of the applicable waiting period under the HSR Act or under any other Antitrust Law, 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 of Parent and the Company shall use its reasonable best efforts to resolve any objections that may be asserted by this Agreement, including promptly furnishing the Other Party with 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 transactionsthis Agreement, the Merger or the other transactions contemplated by this Agreement. Notwithstanding Subject to Section 5.4 and Section 5.5, each of Parent and the foregoingCompany shall not, nothing and shall cause its respective Subsidiaries not to, engage in this Agreement shall be deemed to require Dex any action 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 authorizations of third parties or Governmental Entities, transaction that would reasonably be expected to have a material adverse effect on Newco, Dex, SuperMedia, Dex Surviving Company materially delay 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 materially impair the ability of the SuperMedia Subsidiaries and Company, Parent or Merger Sub to consummate 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (c) Each . 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 Dexthe parties hereto to consummate the transactions contemplated by this Agreement, to use their respective reasonable best efforts to prevent the Merger Subs and SuperMedia shall promptly advise entry, enactment or promulgation thereof, as the others upon receiving case may be, including by defending any communication from any Governmental Entity lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consent or approval of which is required for 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 that causes under the HSR Act or any other Antitrust Law, (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication received by such Party 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 of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement; and (iii) permit the other party and/or its counsel to believe that there is 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 reasonable likelihood that private party, with any Requisite Approval 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 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 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 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 that the receipt of any such approval Company as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 6.4(b), materials provided to the other party or its outside counsel may be materially delayedredacted to remove references concerning the valuation of the Company Common Stock or the respective businesses of the Company and the Company Subsidiaries and Parent and the Parent Subsidiaries. For purposes of this Agreement, and“Antitrust Law” means the Xxxxxxx Act, as amended, the Xxxxxxx 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 extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy purpose or effect of such communicationmonopolization or restraint of trade or lessening of competition through merger or acquisition.

Regulatory Matters. (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 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 so long as necessary to consummate the transactions contemplated by this Agreement, and 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 parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file file, or cause to be prepared and filed, all necessary documentation (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Regulatory Agencies and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the MergersMerger and the Bank Merger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Regulatory Agencies and Governmental Entities. Each Without limiting the generality of SuperMedia the foregoing, as soon as practicable and Dex 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 on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia the Company or DexParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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 AgreementAgreement and to the extent permitted by such Governmental Entity, including promptly furnishing give the Other Party with 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 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 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 such transactionsthis Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Dex Parent or SuperMedia 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, clearances and authorizations of third parties or Governmental Entities, restriction that would reasonably be expected to have a material adverse Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger (measured on Newcoa scale relative to the Company and its Subsidiaries, Dex, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company taken as a whole) (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bd) Each of Dex Parent and SuperMedia the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 and any other statement, filing, notice or application made by or on behalf of DexParent, SuperMedia the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other transactions contemplated by this Agreement. (ce) Each of DexTo the extent permitted by applicable law, Parent and the Merger Subs and SuperMedia Company shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party 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 will be materially delayed. As used in this Agreement, andthe “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals (and the expiration or termination of 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 consummate the transactions contemplated by this Agreement, including the Merger and the 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 the aggregate, a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, after giving effect to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationMerger.

Regulatory Matters. (a) The Parties 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 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 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 use their respective reasonable best efforts to promptly prepare and file promptly all necessary documentation (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities governmental agencies and regulatory authorities that are necessary or advisable to consummate the transactions contemplated by this Agreement and (including the Mergers), subject 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 Sections 11.4 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 requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters and 11.5) to comply with the terms and conditions of all such Permitspermits, 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, practicable each will consult the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia the Partnership or Dexthe Corporation, 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 governmental authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities governmental authorities 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, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersherein. (bc) Each of Dex The Partnership and SuperMedia the Corporation shall, upon request, furnish to the each other with all information concerning itselfthemselves, its Subsidiariestheir respective partners, directors, officers officers, and stockholders or unitholders, and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or the S-4 or any other statement, filing, notice notice, or application made by or on behalf of Dex, SuperMedia the Partnership or the Corporation to the SEC or any of their respective Subsidiaries to any Governmental Entity other governmental authority in connection with the Mergers and the other transactions contemplated by this Agreement. (cd) Each of Dex, The Partnership and the Merger Subs and SuperMedia Corporation shall promptly advise the others each other upon receiving any communication from any Governmental Entity the Person whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which seeks to impose material conditions upon the grant of such approval or consent, or which causes such Party party to believe that there is a reasonable likelihood that any Requisite Approval such consent or approval will not be obtained obtained, or that the receipt of any such approval may thereof will be materially delayeddelayed beyond June 15, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication1998.

Regulatory Matters. (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 included as a prospectus. Each of Sterling and 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 parties hereto shall cooperate with each other and use their respective 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the MergersMerger and the Bank Merger (collectively the “Bank Regulatory Applications”)), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia Sterling and Dex Xxxxxx Valley 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 laws relating to the exchange of information, all the information relating to SuperMedia Xxxxxx Valley or DexSterling, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing herein. Each party shall consult with the Other Party other in advance of any meeting or conference with 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 in connection with respect the transactions contemplated by this Agreement and to the extent permitted by such transactionsGovernmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, nothing in this Agreement contained herein shall be deemed to require Dex Sterling or SuperMedia 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 Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, Entities that would reasonably be expected to have a material adverse Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, or Xxxxxx Valley and its Subsidiaries, taken as a whole, after giving effect on Newco, Dex, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company to the Merger (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex Sterling and SuperMedia Xxxxxx Valley shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders 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 DexSterling, SuperMedia Xxxxxx Valley or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs Sterling and SuperMedia Xxxxxx Valley shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party 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 will be materially delayed. As used in this Agreement, andthe “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the Federal Reserve Board and the OCC and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to consummate the extent permitted transactions contemplated by applicable Lawthis Agreement, including the Merger and the Bank Merger, including the FINRA Approval, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation, Notwithstanding the foregoing, the FINRA Approval shall promptly not constitute a Requisite Regulatory Approval if (1) 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 approval from FINRA, and (C) FINRA shall have advised the 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 any event within 24 hours) provide the Other Party with a copy of such communicationconnection therewith.

Regulatory Matters. (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 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 promptly filed with the SEC and 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvalswaivers, clearances approvals and authorizations of all third parties and Governmental Entities that or Regulatory Agencies which are reasonably necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the Mergers)Share Exchange, the Corporate Merger and the Bank Merger) or to use reasonable best efforts to cause avoid any fee or penalty under any contract or agreement arising in connection with the expiration or termination of any applicable waiting periodstransactions contemplated hereby, 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 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 Permitspermits, consents, approvalswaivers, clearances approvals and authorizations of all such Governmental Entities, Regulatory Agencies and third parties. Each Without limiting the generality of SuperMedia the foregoing, as soon as practicable and Dex 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. 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 authorizations of all third parties, Governmental Entities and Regulatory Agencies necessary or advisable to consummate the transactions contemplated by this Agreement, consider in good faith the views of the others in connection with 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 the status of matters relating to 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. BancPlus and FTC 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 laws relating to the exchange of information, all the information relating to SuperMedia BancPlus or DexFTC, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity or Regulatory Agency in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex party shall consult with each the other in advance of any meeting or conference with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all any third parties and party or any Governmental Entities necessary Entity or advisable to consummate Regulatory Agency in connection with the transactions contemplated by this Agreement and each will keep and, unless prohibited by such Governmental Entity or Regulatory Agency, give the other apprised 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 the status any applications, notices, petitions or filings, and all correspondence relating thereto, prior to filing, other than any portions of matters 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 completion the exchange of the transactions contemplated by information. Each party acknowledges and agrees that nothing in this Agreement, including promptly furnishing 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 Other Party with copies foregoing, each of notices 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 communications received 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 SuperMedia or Dexconsent decree, as the case may behold separate order, or any otherwise, the sale, divestiture or disposition of businesses or assets of BancPlus, FTC and their respective Subsidiaries, from any third party and/or Subsidiaries and committing to any Governmental Entity with respect or Regulatory Agency to maintain, and maintaining, capital levels and capital ratios at a level specified by such transactionsGovernmental Entity or Regulatory Agency, and raising capital in connection therewith. Notwithstanding anything to the foregoingcontrary 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 deemed to require Dex or SuperMedia permitted to take or agree to take, without BancPlus’s written consent in its sole discretion, any action, or commit to take any action, actions specified in this Section 6.1(c) or agree to any condition or restriction, restriction in connection with obtaining any Required Regulatory Approval that, individually or in the foregoing Permitsaggregate, consents, approvals, clearances and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect on Newcoto the Share Exchange, Dexthe Corporate Merger and the Bank Merger (including, SuperMediafor the avoidance of doubt, Dex Surviving Company any determination by a Governmental Entity or SuperMedia Surviving Company 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 “Materially Burdensome Condition”). In addition; provided, SuperMedia that if reasonably required by BancPlus, FTC and Dex FBT shall take (or agree to cooperate and use their reasonable best efforts take) any such action, or agree to prepare and file any such petitions and filingscondition or restriction, and so long as such action or such agreement with respect to obtain such permits, consents, approvals, clearances and authorizations of third parties and Governmental Entities, that may be necessary any condition or advisable to effect any mergers and/or consolidations of restriction is binding only in the SuperMedia Subsidiaries and event the Dex Subsidiaries following consummation of the MergersClosing occurs. (bd) Each of Dex BancPlus and SuperMedia shallFTC agrees, upon request, furnish as to the other all information concerning itself, itself and its Subsidiaries, directorsthat (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Form S-4 will, officers at the time the Form S-4 and stockholders 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 other matters as may be reasonably necessary or advisable in connection with statement was made, not misleading. Each of BancPlus and FTC further agrees that if it becomes aware that any statement, filing, notice or application made information furnished by or on behalf of Dex, SuperMedia or it would cause any of their respective Subsidiaries the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any Governmental Entity in connection with material fact, or to omit to state any material fact necessary to make the Mergers and statements therein not false or misleading, to promptly inform the other transactions contemplated by this Agreementparty thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (ce) Each of DexTo the extent permitted by applicable law, the Merger Subs FTC and SuperMedia BancPlus shall promptly advise the others each other upon their (or their Subsidiaries’) receiving any communication from any Governmental Entity the or Regulatory Agency whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or obtained, that the receipt of any such approval may will be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in delayed or that a Burdensome Condition might be imposed on any event within 24 hours) provide the Other Party with a copy of such communicationRequisite Regulatory Approval.

Regulatory Matters. (a) The Parties Seller shall promptly prepare and file with the SEC the Proxy Statement. The Seller shall make the draft Proxy Statement available to the Buyer for review promptly after preparation thereof, and 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the MergersMerger), to use reasonable best efforts to cause . The Seller and 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 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 Buyer shall have the right to review in advance, and, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia the Seller or Dexthe Buyer, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing herein. Each of the Other Party with copies Buyer and the Seller represents and warrants to the other that it is not aware of notices or other communications received by SuperMedia or Dex, as any reason why the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Notwithstanding the foregoing, 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 consents and authorizations waivers of third parties or Governmental Entities, that would reasonably Entities referred to herein and in Section 4.06 and Section 5.04 should not 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersobtained. (bc) Each of Dex The Buyer and SuperMedia the Seller shall, upon request, furnish to the each other with all information concerning itselfthemselves, its Subsidiariestheir respective subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Dexthe Buyer, SuperMedia the Seller or any of their respective Subsidiaries subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreementhereby. (cd) Each of Dex, The Buyer and the Merger Subs and SuperMedia Seller shall promptly advise furnish each other with copies of written communications received by the others upon receiving Buyer or the Seller, as the case may be, or any communication from of their respective subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationhereby.

Regulatory Matters. (a) Purchaser and each Seller shall (i) take, or cause to be 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 any third party consent which may be required to be obtained in connection with the 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 obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The Parties parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation (including Notification documentation, and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filingsfilings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which 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 Agreement. Purchaser 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 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 Sellers shall have the right to review in advance, advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia Sellers, Company or DexPurchaser, 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. In exercising the foregoing rightFor purposes of this Section 6.1(a), in taking each of the Parties foregoing actions each party shall act reasonably be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other (ii) apply with respect to the obtaining all consents necessary under management, advisory, sub-advisory and similar contracts of all Permits, consents, approvals, clearances Company and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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”Subsidiary). 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (b) Each of Dex Purchaser and SuperMedia Sellers shall, upon request, furnish to the each other with all information concerning itselfPurchaser, its Sellers, Company and their respective Subsidiaries, directors, officers and stockholders 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 DexPurchaser, SuperMedia Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (a) The Parties Company shall promptly prepare and 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, filings and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and or Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including Agreement. The Company and 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 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 Buyer shall have the right to review in advance, and, and to the extent practicable, 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 the Company or Dexthe Buyer, as the case may be, and any and, in the case of their respective Subsidiariesthe Buyer, which appear 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 exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and 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 completion consummation of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergershereby. (bc) Each of Dex The Buyer and SuperMedia the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus and the S-4 or any other statement, filing, notice or application made by or on behalf of Dexthe Buyer, SuperMedia the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each The Buyer and the Company shall cooperate to keep each other reasonably apprised of Dexmaterial written communications received by the Buyer, on the Merger Subs and SuperMedia shall promptly advise one hand, or the others upon receiving Company, on the other hand, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayedAgreement, and, in each case to the extent permitted by applicable Law. (e) The Buyer hereby agrees to use its reasonable best efforts to file all state, shall promptly (federal and in any event within 24 hours) provide foreign regulatory applications and notices required to consummate the Other Party with a copy of such communicationMerger.

Regulatory Matters. (a) The Parties As soon as practicable, and in any event within twenty (20) Business Days after the date hereof, each of the parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation (including any Notification and Report Forms, if required, under the HSR Act (which, if required, shall Forms and related material required to be filed within ten business days by it with the Federal Trade Commission and the Antitrust Division of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits, consents, approvals, clearances and authorizations United States Department 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, Justice under the HSR Act and any applicable Laws in similar required competition law filings under the laws of any foreign jurisdictions governing antitrust or merger control matters, to supply as promptly as practicable any additional information and documentary material that may be 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other jurisdiction with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. (b) As soon as practicable, and in any event within twenty (20) Business Days after the date hereof, each will keep the other apprised of the status of matters relating parties hereto shall make, and shall cause its Subsidiaries to completion of make, all necessary filings with or applications to any Governmental Authority that has issued a Xxxxxx Permit with respect to the transactions contemplated by this Agreementthe Transaction Agreements, including promptly furnishing any necessary applications to the Other Party with copies of notices or other communications received by SuperMedia or Dex, as FCC for its consent to the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity transactions contemplated hereby with respect to such transactions. Notwithstanding the foregoing, 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 Xxxxxx FCC Licenses (the foregoing Permits, consents, approvals, clearances and authorizations of third "FCC Consent Application"). (c) The 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 shall: (a “Materially Burdensome Condition”). In addition, SuperMedia and Dex agree to cooperate and i) use their reasonable best efforts to prepare and file such petitions and filings, and to obtain such permits, consents, approvals, clearances and authorizations prompt termination of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations waiting period under the HSR Act (including any extension of the SuperMedia Subsidiaries initial thirty (30) day waiting period with respect to the purchase and sale of the Shares and the Dex Subsidiaries following consummation of the Mergers. Transactions); (bii) Each of Dex and SuperMedia shall, upon request, furnish to the other all parties such information concerning itselfand assistance as such parties reasonably may request in connection with the preparation of any submissions to, its Subsidiariesor agency proceedings by, directorsany Governmental Authority under any Antitrust Law; (iii) keep the other parties promptly apprised of any communications with, officers and stockholders inquiries or requests for information from, such Governmental Authorities; (iv) permit the other parties to review any material communication given by it to, and consult with the other parties in advance of any meeting or conference with, any such other matters as may be reasonably necessary or advisable Governmental Authority or, in connection with any statementproceeding by a private party, filingwith any other Person, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by such applicable LawGovernmental Authority or other Person, shall promptly give the other parties the opportunity to attend and participate in such meetings and conferences; and (v) use their reasonable best efforts to cause the conditions set forth in Sections 10.1(a), 10.1(b), 10.3(e) and 10.3(f) of this Agreement to be satisfied (including, in any event within 24 hoursthe case of Sections 10.3(e) provide and (f), to the Other Party with a copy extent the Closing is effected notwithstanding the failure of such communicationconditions to be satisfied, using their reasonable best efforts to cause such conditions to be satisfied as promptly as practicable following Closing). For the purposes of this Agreement, "Antitrust Law" means the Xxxxxxx Act, as amended, the Xxxxxxx 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 purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

Regulatory Matters. (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 issued to Target stockholders in connection with the Merger, as soon as practicable, but in no event later than forty-five (45) days, following the date of 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”). Prior to the filing of the Proxy Statement and the Registration Statement, each party shall consult with the other party with respect to such filings and 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 order 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, 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 party such supplemental information as may be necessary in order to cause the Proxy Statement or Registration Statement to comply with Section 5.06(a). The Parties 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 the offering of the Acquirer Common Stock with applicable state securities agencies and shall use all reasonable efforts to 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 their respective all 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions necessary filings and filings, to obtain as promptly as practicable all Permitsnecessary 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 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement as soon as possible. The parties shall each have the right to review in advance and each will keep the other apprised of the status of matters comment on all information relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with copies of notices or other communications received by SuperMedia or Dexother, as the case may be, which appears in any filing made with, or any of their respective Subsidiarieswritten material submitted to, from any third party and/or any Governmental Entity with respect to such transactions. Notwithstanding the foregoing, 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 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity governmental body in connection with the Mergers and the other transactions contemplated by this Agreement. (cf) Each of Dexthe 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 Merger Subs and SuperMedia shall promptly advise the others upon receiving any communication from foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not hereby. (g) The expenses of the preparation, filing and mailing of the Registration statement and Proxy Statement shall be obtained or that shared equally between the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (Acquirer and in any event within 24 hours) provide the Other Party with a copy of such communicationTarget.

Regulatory Matters. (a) Super 8-K. The Parties Company and PMIN shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation with the SEC a Super 8-K (including Notification the “Super 8-K”) announcing the Exchange and Report Formsdescribing the ESG Group business in compliance with applicable SEC regulations. PMIN, if requiredwith the Company’s cooperation, shall use its commercially reasonable efforts to respond to any SEC review of the Super 8-K under the HSR Securities Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and 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 after such filing. PMIN shall also use its commercially reasonable best efforts to cause the expiration obtain all necessary state securities law or termination of any applicable waiting periods, or receipt of required authorizations, “blue sky” permits and approvals 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 requested pursuant required 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of carry out the transactions contemplated by this Agreement, including 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 foregoing actions. PMIN shall, as promptly furnishing as reasonably practicable after receipt thereof, provide the Other Party Company with copies of notices or any written comments and advise the other communications party of any oral comments received by SuperMedia or Dexfrom the SEC with respect to the Super 8-K. PMIN shall also advise the Company, as promptly as reasonably practicable after receipt of notice thereof, concerning the case may beissuance 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 Subsidiariesofficers, from directors or other affiliates, which should be set forth in an amendment or supplement to the Super 8-K so that any third party and/or such document would not include any Governmental Entity with respect 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 transactions. Notwithstanding information shall promptly notify the foregoingother Party and, nothing in this Agreement to the extent required by applicable Laws, an appropriate amendment or supplement describing such information 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 promptly filed with obtaining the foregoing Permits, consents, approvals, clearances and 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the MergersSEC. (b) Each of Dex PMIN and SuperMedia the Company 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 connection with preparation and filing of the Super 8-K or any other statement, filing, notice or application made by or on behalf of DexPMIN, SuperMedia the Company or any of their respective Subsidiaries the ESG Group to any Governmental Entity Authority, including, without limitation, FINRA, in connection with the Mergers Exchange and the other transactions contemplated by this Agreement. (c) Each of Dex, PMIN and the Merger Subs and SuperMedia Company shall promptly advise the others other upon receiving any communication from any Governmental Entity Authority the consent or approval of which is required for consummation of the transactions contemplated by this Agreement Agreement, or from FINRA, that causes such Party party to believe that there is a reasonable likelihood that any Requisite Approval requisite approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other other Party with a copy of such communication.

Regulatory Matters. (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 included as a prospectus. The Parties 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 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filingsfilings (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 Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the MergersMerger, the Bank Merger and the FRS Membership), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia Busey and Dex CrossFirst 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 laws relating to the exchange of information, all the information relating to SuperMedia or DexBusey and CrossFirst, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party hereby. Each party shall consult with 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 transactions. Notwithstanding the foregoing, 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 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 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 in advance of any meeting or advisable in connection conference with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers 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. As used in this Agreement, “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (and the other expiration or termination of all statutory waiting periods in respect thereof) (i) from the Federal Reserve Board, the IDFPR and the KOSBC and (ii) set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement. (c) Each of Dex, including the Merger, the Bank Merger Subs and SuperMedia shall promptly advise FRS Membership, or those the others upon receiving any communication from any Governmental Entity the consent or approval failure 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 Approval will not be obtained would reasonably be expected to have, individually or that in the receipt of any such approval may be materially delayedaggregate, and, to a Material Adverse Effect on the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationSurviving Corporation.

Regulatory Matters. (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, 9.1 GTE shall be filed within ten business days of the date hereof) responsible for obtaining and any applicable Laws keeping in foreign jurisdictions governing antitrust or merger control matters), to effect all applicationsFCC, noticesstate regulatory commission, petitions franchise authority and filingsother 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 FCC, state regulatory commission, franchise authority and other regulatory approvals that may be required in connection with its offering of services 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 AT&T Customers contemplated by this Agreement. AT&T shall reasonably cooperate with GTE in obtaining and maintaining any required approvals for which GTE is responsible, and GTE shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 Nothing in this Agreement (shall be construed to deny either Party the 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 price or other term of this Agreement, except to the extent that this Agreement makes the tariff item being changed determinative of such price or such other term, in which case the changed tariff shall apply prospectively. 9.3 If any effective legislative, regulatory, judicial or other legal actions, including the Mergers)a change in Applicable Law, to use reasonable best efforts to cause the expiration or termination materially affects any material terms of any applicable waiting periodsthis Agreement, or receipt the ability of required authorizationsAT&T or GTE to perform any material terms of this Agreement, as applicable, under the HSR Act such change in law shall apply immediately 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 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, nothing in this Agreement shall be deemed applied and interpreted such that the obligations and requirements applicable to require Dex each party under this Agreement shall be consistent with such change in law. AT&T or SuperMedia to take any actionGTE may, or commit to take any actionon thirty (30) days written notice (delivered not later than 90 days following the date on which such action has become effective) request that such term(s) be renegotiated, or and the Parties agree to any condition or restriction, so negotiate in connection with obtaining the foregoing Permits, consents, approvals, clearances and 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”good faith such mutually acceptable new term(s). In additionNotwithstanding the above, SuperMedia 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 Dex agree AT&T pursuant 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 the order ("Order") of the SuperMedia Subsidiaries 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 Dex Subsidiaries following consummation Parties. GTE further reserves its position that the only applicable liability for violations of the Mergers. obligations imposed hereby (bincluding contractual liability) Each of Dex and SuperMedia shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders and is only such other matters liability as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made imposed by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this AgreementCommission. (c) Each of Dex, the 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 Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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 Parties 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 and 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 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 the Registration Statement or Proxy Materials, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. WAL will use their respective 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 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 Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of 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 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 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 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 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 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 Target, WAL and 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. (d) WAL also shall take any action (other 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 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 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 WAL Common Stock to be issued by WAL in exchange for the shares of Target Common Stock. (f) WAL and Target will prepare and file all necessary documentation (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits, consents, approvals, clearances Requisite Regulatory Approvals. WAL and authorizations of all third parties Target shall cooperate with each other to effect the foregoing. Target 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 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 WAL shall have the right to review in advance, and, and to the extent practicable, 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 Target or DexWAL, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental 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. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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 contemplation of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersherein. (bg) Each of Dex WAL 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the Merger Subs and SuperMedia Target shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that which causes such Party party to believe that there is a reasonable likelihood that any Requisite Approval Regulatory Approval) will not be obtained or that the receipt of any such approval may will be materially delayed. (h) The Board of Directors of Target or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act) shall adopt a resolution in advance of the Effective Time providing that the disposition by the officers and directors of Target of Target Common Stock, andoptions to acquire Target Stock, Target Restricted Stock or Target Restricted Stock Units or other equity securities of Target pursuant to the extent permitted Merger or the other transactions contemplated by applicable Law, shall promptly (and in any event within 24 hours) provide this Agreement is intended to be exempt from liability pursuant to Rule 16b-3 under the Other Party with a copy of such communicationExchange Act.

Regulatory Matters. (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 included as a prospectus. Each of ASB Bancorp and 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 parties hereto 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the MergersHolding Company Merger and the Bank Merger), 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 . ASB Bancorp 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 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 BancorpSouth shall have the right to review in advance, and, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia ASB Bancorp or DexBancorpSouth, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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. (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 connection with the 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 transactions contemplated by this Agreement, including . (d) BancorpSouth and ASB Bancorp shall promptly furnishing the Other Party furnish each other with copies of notices or other written communications received by SuperMedia BancorpSouth or DexASB Bancorp, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to Affiliates or Associates (as such transactions. Notwithstanding terms are defined in Rule 12b-2 under the foregoing, nothing Exchange Act as in effect on the date of this Agreement shall be deemed to require Dex or SuperMedia to take any actionAgreement) from, or commit to take delivered by any action, or agree to any condition or restriction, in connection with obtaining of the foregoing Permitsto, consents, approvals, clearances and 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 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationhereby.

Regulatory Matters. (a) The Parties 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 included as a prospectus. Each of the Company and 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 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Mergers), to use reasonable best efforts to cause Merger and the expiration or termination of Subsidiary Merger) (it being understood that 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 requested pursuant amendments to the HSR Act S-4 or a resolicitation of proxies as consequence of a subsequent proposed merger, stock purchase or similar acquisition by Buyer or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters of its Subsidiaries shall not violate this covenant). The Company 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 Buyer shall have the right to review in advance, and, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable Laws laws relating to the exchange of information, all the information relating to SuperMedia the Company or DexBuyer, 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. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersherein. (bc) Each of Dex Buyer and SuperMedia the Company shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of DexBuyer, SuperMedia the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, Buyer and the Merger Subs and SuperMedia Company shall promptly advise furnish each other with copies of written communications received by Buyer or the others upon receiving Company, as the case may be, or any communication from 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 of the foregoing to, any Governmental Entity the consent or approval of which is required for consummation in respect of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communicationhereby.

Regulatory Matters. (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 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 any third-party consent or waiver that may be required to be obtained in connection with the 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 parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation (including Notification and Report Formsfile, if required, under the HSR Act (which, if required, shall be filed within ten business days of as promptly as practicable after the date hereof) , all necessary documentation, and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filingsfilings (including, if required, notification under the HSR Act or any other antitrust or competition Law), to obtain as promptly as practicable all Permitsactions, nonactions, permits, consents, approvalsauthorizations, clearances and authorizations orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (Agreement, including the Mergers)Regulatory Approvals, and in the case of the Regulatory Approvals, no later than forty-five (45) days after the date hereof. Each of Parent and Company shall use their Specified Efforts to use reasonable best efforts to cause the expiration or termination of resolve 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 objections that may be requested pursuant 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 HSR Act 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 any statement, filing, notice or application made by or on behalf of Parent, Company or any applicable Laws of their respective Subsidiaries to any Governmental Entity in foreign jurisdictions governing antitrust or merger control matters and to comply connection with the terms transactions contemplated by this Agreement. Parent and conditions of all such Permits, consents, approvals, clearances and authorizations of all such Governmental Entities. Each of SuperMedia and Dex Company shall have the right to review in advance, advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to SuperMedia or Dex, as the case may be, and any of their respective Subsidiaries, which appear in 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect . (c) Subject to applicable Law (including applicable Laws relating to the obtaining exchange of all Permitsinformation), consents, approvals, clearances Company and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and Parent shall keep each will keep the 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, including subject to applicable Law, (i) each of Parent and Company shall promptly furnishing furnish the Other Party other with copies of the nonconfidential portions of notices or other communications received by SuperMedia or Dex, as the case may be, it or any of their respective Subsidiariesits Subsidiaries (or written summaries of communications received orally), from any third party and/or any or Governmental Entity with respect to the transactions contemplated by this Agreement, and (ii) each of Parent and Company shall provide the other a reasonable opportunity to review in advance, and to the extent practicable accept the reasonable comments of the other 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 transactions. 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 shall be deemed to require Dex or SuperMedia any party hereto 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 authorizations of third parties or Governmental Entities, any Regulatory Approval that would (i) reasonably be expected to have a be materially burdensome on, or impair in any 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 respect the 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 connection with any statement, filing, notice or application made by or on behalf of Dex, SuperMedia or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers and the other transactions contemplated by this Agreement. (c) Each of Dex, the 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 benefits of the transactions contemplated by this Agreement to Parent or Company or (ii) require a material modification of, or impose any material limitation or restriction on, the activities, governance, legal structure, compensation or fee arrangements of Parent or any of its Subsidiaries (any of the foregoing, a “Burdensome Condition”); provided, however, that causes such Party to believe that there is a reasonable likelihood that any Requisite Approval will the following shall not be obtained deemed to be included in the preceding list and shall not be deemed a “Burdensome Condition”: any restraint, limitation, term, requirement, provision or condition that the receipt of any such approval may be materially delayed, and, applies generally to the extent permitted bank holding companies and banks as provided by applicable LawLaw or written and publicly available supervisory guidance of general applicability, shall promptly (and in any event within 24 hours) provide each case, as in effect on the Other Party with a copy of such communicationdate hereof.

Regulatory Matters. (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 included as a prospectus. Each of MGIC and 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 parties hereto 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filingsfilings (including the filing under the HSR Act), to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances approvals and authorizations of all third parties and Governmental Entities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including including, without limitation, the MergersMerger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such Governmental Entities. Each of SuperMedia MGIC and Dex Radian 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 laws relating to the exchange of information, all the information relating to SuperMedia Radian or DexMGIC, 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. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall The parties hereto agree that they will consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, 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 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergersherein. (bc) Each of Dex MGIC and SuperMedia Radian shall, upon request, furnish to the each other with all information concerning itselfthemselves, its their Subsidiaries, directors, officers and stockholders 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 DexMGIC, SuperMedia Radian or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs MGIC and SuperMedia Radian shall promptly advise the others each other upon receiving any communication from any Governmental Entity the whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party 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 will be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (a) Buyer and Target shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a proxy statement/prospectus. Each of Buyer and 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 (including Notification and Report Forms, if required, under the HSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances 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 MergersMerger), 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 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 Permitspermits, consents, approvals, clearances approvals and authorizations of all such third parties or Governmental Entities. Each of SuperMedia Target and Dex Buyer 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 laws relating to the exchange confidentiality of information, all the information relating to SuperMedia Target or DexBuyer, as the case may be, and any of their respective Subsidiaries, which appear 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 exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex The Parties shall consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing the Other Party with 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 transactions. Notwithstanding the foregoing, nothing in this Agreement contained herein shall be deemed to require Dex or SuperMedia Buyer to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permitspermits, consents, approvals, clearances approvals and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect Material Adverse Effect (measured on Newco, Dex, SuperMedia, Dex Surviving Company a scale relative to Target) on either Buyer or SuperMedia Surviving Company Target (a “Materially Burdensome Regulatory 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the Mergers. (bc) Each of Dex Buyer and SuperMedia Target shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders 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 DexBuyer, SuperMedia Target or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other transactions contemplated by this Agreement. (cd) Each of Dex, the Merger Subs Buyer and SuperMedia Target shall promptly advise the others 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 Buyer Requisite Regulatory Approval or Target Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.

Regulatory Matters. (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 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 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 parties shall cooperate with each other and use their respective commercially 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 filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters)documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permitspermits, consents, approvals, clearances 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 MergersMerger and the Bank Merger), 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 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 Permitspermits, consents, approvals, clearances 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 SuperMedia Company and Dex Purchaser 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 informationLaws, all of the information relating to SuperMedia Company or DexPurchaser, as the case may be, and any of their its respective Subsidiaries, which that 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, 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. In exercising the foregoing rightforegoing, each of the Parties parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex The parties shall consult with each other with respect to the obtaining of all Permitspermits, consents, approvals, clearances 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, including promptly furnishing . Each party shall consult with the Other Party other in advance of any meeting or conference with 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 and to the extent permitted by such transactionsGovernmental 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 foregoingcontrary, nothing in no event shall the foregoing or any other provision of this Agreement shall be deemed to require Dex Purchaser or SuperMedia Company to take any action, or commit to take any actionactions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restrictionrestriction on Purchaser, Company or the Surviving Corporation in connection with obtaining the foregoing Permits, consents, approvals, clearances and authorizations of third parties or Governmental Entitiestherewith, that would or could reasonably be expected to have a material adverse effect Material Adverse Effect (measured on Newco, Dex, SuperMedia, Dex Surviving Company a scale relative to Company) on Purchaser 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 SuperMedia Subsidiaries and the Dex Subsidiaries following consummation of the MergersCompany. (bc) Each of Dex Purchaser and SuperMedia Company shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and stockholders 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 DexPurchaser, SuperMedia Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company 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 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 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 shareholders and at the time of the Company 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 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 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. (cd) Each of Dex, the Merger Subs Purchaser and SuperMedia Company shall promptly advise the others 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 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, and, to the extent permitted by applicable Law, shall promptly (and in any event within 24 hours) provide the Other Party with a copy of such communication.