Common use of Regulatory Matters Clause in Contracts

Regulatory Matters. (a) The parties hereto will cooperate with each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information relating to the WM Entities or the Keystone Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this Agreement. (b) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity.

Regulatory Matters. (a) The parties hereto will Parties shall cooperate with each other and use all their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals, and authorizations of all third parties and Governmental Entities that are necessary filings or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to obtain comply with the terms and conditions of all necessary such permits, consents, approvals and authorizations of all such third parties or Governmental Entities (collectively, the “Regulatory Approvals”). As soon as practicable after the date of this Agreement (but in no event more than 75 days after the date hereof), Chemical shall prepare and governmental bodies 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 commercially reasonable efforts to obtain each necessary approval of or consent to consummate the transactions contemplated by this Agreement including, without limitation, those that Merger. Chemical shall provide Talmer with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file such supplements thereto as Talmer may be required reasonably request. Chemical shall provide Talmer with copies of all material correspondence received from the SEC, the FDIC, the OTS, the Justice Department such Governmental Entities and other regulatory authoritiesall material responsive correspondence sent thereto. KH Partners Chemical and WMI Talmer shall each have the right to review reasonably in advance advance, and each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all other information relating to the WM Entities Chemical or the Keystone EntitiesTalmer, as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which that appears in any filing made with with, or written material materials submitted to to, any governmental body 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 any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other Party and its counsel the opportunity to attend and participate in such meetings and conferences. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals, and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Chemical, Talmer, or any of their respective Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals, and authorizations of third parties or Governmental Entities, that would have a Material Adverse Effect on the Surviving Corporation (a “Materially Burdensome Regulatory Condition”); provided, that a Materially Burdensome Regulatory Condition shall not be deemed to include (i) the applicability of any regulatory condition or requirement affecting the Surviving Corporation as a result of its expected asset size following the Merger; or (ii) except as would have a Material Adverse Effect on the Surviving Corporation, any requirement by a Governmental Entity that, as a condition to the Parties consummating the Merger, either Party or the Surviving Corporation divest of any amount of deposit liabilities, banking offices and/or loans. (b) The KH Partners Each of Chemical and WMI shall Talmer shall, upon request, furnish each to the other with all reasonable information concerning themselves, their subsidiariesitself and its Subsidiaries, directors, officers officers, and stockholders shareholders, and such other matters as may be reasonably necessary or advisable in connection with the WMI applications necessary to obtain the Regulatory Approvals, the Joint Proxy Statement, the Form S-4, or any other statement statement, filing, notice, or application made by or on behalf of WMI or the KH PartnersChemical, Talmer, or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners Each of Chemical and WMI will Talmer shall promptly furnish each advise the other with copies upon receiving any communication from any Governmental Entity, the consent or approval of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect which is required for consummation of the transactions contemplated hereby other than by this Agreement, that causes such Party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such written communications received approval may be materially delayed or delivered subject to a Materially Burdensome Regulatory Condition. (d) Nothing contained in this Agreement shall give Chemical or Talmer, directly 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, Chemical and Talmer each shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective business operations. (e) From the date of this Agreement until the Effective Time, each Party shall promptly notify the other Party in writing of any pending or, to the Knowledge of either Party (as the case may be), threatened Action or Order by any Governmental Entity or any other Person (a) challenging or seeking material damages in connection with any proposed settlement the Merger or the other transactions contemplated by this Agreement or (b) seeking to restrain or prohibit the consummation of the Case where Merger or the furnishing 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 cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as the Parties may otherwise agree, any such communications Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would reasonably be expected to jeopardize prohibit, prevent or restrict consummation of the attorney-client privilege of KH Partners Merger or any Keystone Entitythe other transactions contemplated by this Agreement.

Regulatory Matters. (a) The parties hereto will Parties shall, and shall cause their respective Affiliates to, cooperate with each other and use all their reasonable best efforts to as promptly as practicable after the date hereof prepare and file, or cause to be prepared and filed, all necessary documentation, documentation to effect all necessary applications, notices, petitions and filings with, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, all third parties and Governmental Entities that are necessary or advisable to timely consummate the transactions contemplated by this Agreement, including under the HSR Act. Subject to the foregoing, the Parties agree to use their reasonable best efforts to satisfy any conditions or requirements imposed by any Governmental Entity in connection with the consummation of the transactions contemplated by this Agreement. Each party hereto (the “Reviewing Party”) will have the right to review in advance, and the other party (the “Filing Party”) will consult with the Reviewing Party on, all the information relating to the Reviewing Party and its Affiliates that appears in any filing or written materials submitted by the Filing Party to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. The Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those and that may be required from each party will keep the SEC, other parties reasonably apprised in a timely manner of the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information status of matters relating to completion of the WM Entities transactions contemplated herein. Each of the Parties agrees that none of the information regarding it or the Keystone Entities, as the case may be, and any of their respective subsidiariesits Affiliates supplied or to be supplied by it, together or to be supplied on its behalf, in writing specifically for inclusion in any documents to be filed with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body Governmental Entity in connection with the transactions contemplated by this Agreement. (b) The KH Partners and WMI hereby will, at the respective times such documents are filed with any Governmental Entity, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Party shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and promptly advise the other transactions, applications Parties upon receiving any communication from any Governmental Entity materially affecting AFIC or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of such Party’s ability to timely consummate the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) The parties hereto will Parties shall cooperate with each other and use all their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from (including the SECVantage Merger, the FDICPiedmont Merger, and the OTSBank Merger), and to comply with the Justice Department terms and other regulatory authoritiesconditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. KH Partners Piedmont, Yadkin and WMI Vantage shall each have the right to review reasonably in advance and each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to the WM Entities or the Keystone EntitiesYadkin, Vantage and Piedmont, as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which that appears in any filing made with with, or written material materials submitted to to, any governmental body 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 Parties in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other Parties and/or their 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 permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained herein shall be deemed to require any Party to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties or Governmental Entities, that the Parties agree would have a Material Adverse Effect (measured on a scale relative to Yadkin) on either Vantage, Yadkin or Piedmont (a “Materially Burdensome Regulatory Condition”). (b) The KH Partners and WMI shall Each Party shall, upon request, furnish each to the other with all reasonable information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers and stockholders shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementproxy statements, the Form S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or the KH PartnersPiedmont, Vantage, Yadkin or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners and WMI will Each Party shall promptly furnish each advise the other with copies Parties upon receiving any communication from any Governmental Entity the consent or approval of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect which is required for consummation of the transactions contemplated hereby other than by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Piedmont Requisite Regulatory Approval, Vantage Requisite Regulatory Approval or Yadkin Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such written communications received approval may be materially delayed or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected subject to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitya Materially Burdensome Regulatory Condition.

Regulatory Matters. Purchaser and Company shall promptly prepare and file with the SEC the Form F-4, in which the Proxy Statement will be included as a prospectus. Each of Purchaser and Company shall use its reasonable best efforts to have the Form F-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 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. (a) The parties hereto will shall cooperate with each other and use all their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from (including the SECMerger, the FDICTARP Purchase and the Warrant Purchase), and to comply with the OTSterms and conditions of all such permits, the Justice Department consents, approvals and other regulatory authoritiesauthorizations of all such third parties or Governmental Entities. KH Partners Company and WMI Purchaser shall each have the right to review reasonably in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws, all the information relating to the WM Entities Company or the Keystone EntitiesPurchaser, as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which appears that appear in any filing made with with, or written material materials submitted to to, any governmental body 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. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; provided that Purchaser shall be permitted to redact from copies provided to Company of written materials submitted or intended for submission by Purchaser to OSFI, information relating to the business or operations of Purchaser to the extent that access to such information is not required for Company to reasonably assess the status of matters relating to consummation of the transactions contemplated by this Agreement, and Purchaser need not include Company in meetings, or portions of meetings, between Purchaser (or any of its affiliates) and OSFI in which the business or operations of Purchaser will be discussed with OSFI, provided that if such a discussion is germane to the status of matters relating to the consummation of the transactions contemplated by this Agreement, Purchaser will promptly inform Company of the occurrence of such a meeting and the general subject discussed and provide Company with summary information conveying the import of the matters discussed. (b) The KH Partners Each of Purchaser and WMI shall Company shall, upon request, furnish each to the other with all reasonable information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, the Form F-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or the KH PartnersPurchaser, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings 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 (1) the Form F-4 will, at the time the Form F-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 (2) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the 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 F-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form F-4 or the Proxy Statement. (c) The KH Partners In furtherance and WMI will promptly furnish 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 with copies 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, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of written communications received by WMI businesses or American Savings Bank or any assets of Purchaser, Company and their respective subsidiaries fromSubsidiaries; provided, or delivered by however, that nothing contained in this Agreement shall require Purchaser to take any of the foregoing to, any governmental body actions specified in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications this Section 6.1(c) that would reasonably be expected to jeopardize have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company. (d) Purchaser agrees to execute and deliver, or cause to be executed and delivered, by or on behalf of the attorney-client privilege Surviving Company, at or prior to the Effective Time, one or more supplemental indentures, guarantees, and other instruments required for the due assumption of KH Partners Company’s outstanding debt, guarantees, securities, and other agreements to the extent required by the terms of such debt, guarantees, securities, and other agreements. (e) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Keystone EntityRequisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed. (f) Purchaser shall cause Holdco and the Surviving Company to comply with the “reporting requirements” of Treasury Regulations Section 1.367(a)-3(c)(6).

Regulatory Matters. (ai) The parties hereto will shall cooperate with each other and use all their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties (including any unions, works councils or other labor organizations) and Governmental Entities that are necessary filings or advisable to consummate the transactions contemplated by this Agreement, and to obtain otherwise consummate the transactions contemplated by the Transaction Documents as promptly as practicable. Each of the Company and the Investor 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 confidentiality of information, the information 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. The parties shall consult with each other with respect to the obtaining of all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement includingand each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. (ii) Each of the parties shall, without limitationupon request, those that furnish to the other all information concerning itself, its subsidiaries, directors, officers and stockholders, and such other matters as may be required from the SECreasonably necessary or advisable in connection with any statement, the FDICfiling, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information relating to the WM Entities notice or the Keystone Entities, as the case may be, and application made by or on behalf of any of them or any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted subsidiaries to any governmental body Governmental Entity in connection with the transactions contemplated by this Agreement. (biii) The KH Partners and WMI Each of the parties shall furnish each other with all 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 information concerning themselves, their subsidiaries, directors, officers and stockholders and likelihood that any required regulatory approval will not be obtained or that the receipt of any such other matters as approval may be necessary materially delayed. (iv) Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree and acknowledge that neither this Section 6.1 nor the “reasonable best efforts” standard shall require, or advisable be construed to require, Investor or any of its respective subsidiaries or other affiliates, in connection with the WMI Proxy Statementorder to obtain any permits, consents, approvals or authorizations, or any other statement terminations or application made by waivers of any applicable waiting periods, to propose, negotiate or on behalf of WMI or the KH Partnersoffer to effect, or consent or commit to, any terms, condition or restrictions that are reasonably likely to materially and adversely impact (i) Investor’s or any of its subsidiaries’ ability to own or operate any of their respective subsidiaries businesses or operations or ability to conduct any governmental body in connection with such businesses or operations substantially as conducted as of the Merger and the other transactions, applications or filings contemplated by date of this Agreement. , (cii) The KH Partners and WMI will promptly furnish each other with copies the Company’s or any of written communications received by WMI its subsidiaries’ ability to own or American Savings Bank or operate any of their respective subsidiaries frombusinesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, or delivered by any (iii) Investor’s ability to acquire, hold and dispose of the foregoing to, any governmental body in respect Securities (or vote the Common Stock) and realize the economic incidents of the transactions contemplated hereby other than ownership of such Securities (any such written communications received effect described in clause (i), (ii) or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity(iii), a “Substantial Detriment”).

Regulatory Matters. (a) The Company shall promptly prepare and file with the SEC the Proxy Statement and Parent 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 Parent 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 the Company shall thereafter mail the Proxy Statement to its stockholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. (b) The parties hereto will shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, (including without limitation, those that may be required from limitation the SEC, the FDIC, the OTS, the Justice Department Merger). The Company and other regulatory authorities. KH Partners and WMI Parent shall each have the right to review reasonably 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 the WM Entities Company or the Keystone EntitiesParent, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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. (bc) The KH Partners Parent and WMI shall the Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, the S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or Parent, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners Parent and WMI will the Company shall promptly furnish each other with copies of written communications received by WMI Parent or American Savings Bank the Company, as the case may be, or any of their respective subsidiaries 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 body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) The Company and Parent, as appropriate, shall promptly prepare and file all requisite notices and applications with respect to the Amalgamation with any applicable local, state, federal or foreign Regulatory Agency or under any other applicable laws or regulations. (b) Subject to the proviso to the first sentence of Section 6.7, the parties hereto will shall cooperate with each other and use all reasonable efforts endeavours to promptly prepare and file all necessary documentationdocumentation (including the Amalgamation Agreement), to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, those that may be required from the SECAmalgamation), and to comply fully with the FDICterms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and the OTSCompany shall, to the Justice Department and extent practicable, consult each other regulatory authorities. KH Partners and WMI shall on, in each have case subject to applicable laws relating to the right to review reasonably in advance exchange of information, all the information relating to the WM Entities Company or the Keystone EntitiesParent, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears appear in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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. (bc) The KH Partners Parent and WMI shall the Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy StatementShareholder Materials, or any other statement statement, filing, notice or application made by or on behalf of WMI or Parent, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger Amalgamation and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners Parent and WMI will the Company shall promptly furnish advise each other with copies of written communications received by WMI upon receiving any communication which concerns the Amalgamation from any Governmental Entity whose consent or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityby this Agreement.

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties (including any unions, works councils or other labor organizations) and Governmental Authorities that are necessary or advisable to consummate the Transactions as promptly as practicable. Each of the Company and the Investor 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 Law relating to the confidentiality of information, the information that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the Transactions. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from Transactions and each party will keep the SEC, other apprised of the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information status of matters relating to completion of the WM Entities or the Keystone Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this AgreementTransactions. (b) The KH Partners and WMI shall Each of the parties shall, upon request, furnish each to the other with all reasonable information concerning themselvesitself, their its subsidiaries, directors, officers and stockholders stockholders, and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH Partners, any of them or any of their respective subsidiaries to any governmental body Governmental Authority in connection with the Merger and the other transactions, applications or filings contemplated by this AgreementTransactions. (c) The KH Partners and WMI Each of the parties shall promptly advise the other upon receiving any communication from any Governmental Authority regarding any Required Approvals that causes such party to believe that there is a reasonable likelihood that any Required Approval will promptly furnish not be obtained or that the receipt of any such Required Approval may be materially delayed. (d) From the date of this Agreement through the Closing, (i) the parties shall further cooperate with each other and use their respective reasonable best efforts to enter into a written agreement or agreements to implement such information sharing and other processes as are necessary to comply with copies the disclosure and other regulatory requirements that will, or will continue to, apply under Applicable Law (including the Exchange Act, the Banking Act of written communications received Japan and the Financial Instruments and Exchange Law of Japan and the rules and regulations promulgated thereunder) after the consummation of the Transactions and (ii) the Company shall cooperate with the Investor to provide such information as is necessary and to take such action from time to time as may be necessary for the Investor to apply the equity method of accounting for its investment in the Company after the consummation of the Transactions; provided that, without limitation of any of the Investor’s other remedies with respect to any breach of this Section 5.01(d) by WMI the Company, the Company’s performance of its covenants and obligations under this Section 5.01(d) shall not be a condition to the Closing. (e) Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree and acknowledge that neither this Section 5.01 nor the “reasonable best efforts” standard shall require, or American Savings Bank be construed to require, the Company or any of its subsidiaries or other affiliates or the Investor or any of its subsidiaries or other affiliates, in order to obtain any permits, consents, approvals or authorizations, or any terminations or waivers of any applicable waiting periods, to propose, negotiate or offer to effect, or consent or commit to, any terms, condition or restrictions that are reasonably likely to materially and adversely impact (i) the Investor’s or any of its subsidiaries’ ability to own or operate any of their respective subsidiaries frombusinesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, (ii) the Company’s or delivered by any of the foregoing to, its subsidiaries’ ability to own or operate any governmental body in respect of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the transactions contemplated hereby other than date of this Agreement or (iii) the Investor’s ability to acquire, hold, dispose of or vote the Shares and realize the economic incidents of ownership of such Shares (any such written communications received effect described in clauses (i), (ii) or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity(iii), a “Substantial Detriment”).

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all their commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all [third parties and] Governmental Entities which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Seller and 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 relating to the exchange of information, all the information relating to Parent, Seller or the Bank, on the one hand, or Buyer or Merger Sub, on the other hand, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from and each party will keep the SEC, other apprised of the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information status of matters relating to the WM Entities or the Keystone Entities, as the case may be, and any completion of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this Agreementherein. (b) The KH Partners Buyer and WMI shall Seller shall, upon request, promptly furnish each other with all reasonable information concerning themselves, their subsidiariesAffiliates (including with respect to Parent, Seller and the Bank), directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH PartnersBuyer, Seller or any of their respective subsidiaries Affiliates to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners Buyer and WMI will Seller shall promptly furnish each other with copies of written communications received by WMI Buyer or American Savings Bank Seller, as the case may be, or any of their respective subsidiaries Subsidiaries or Affiliates from, or delivered by any of the foregoing to, any governmental body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) The parties shall cooperate with respect to the preparation of the Proxy Statement and the S-4 and shall promptly file such documents with the SEC. The Buyer shall use all reasonable efforts to have the S-4 declared effective by the SEC under the Securities Act as promptly as practicable after the filing thereof, and each of the Company and Buyer shall thereafter mail the Proxy Statement to each of its stockholders. Buyer shall 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 will shall cooperate with each other and use all reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, (including without limitation, those that may be required from limitation the SEC, Merger and the FDIC, the OTS, the Justice Department Subsidiary Merger). The Company and other regulatory authorities. KH Partners and WMI Buyer shall each have the right to review reasonably 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 the WM Entities Company or the Keystone EntitiesBuyer, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears appear in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this AgreementAgreement (including without limitation the Merger and the Subsidiary Merger). In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (bc) The KH Partners Buyer and WMI shall the Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, the S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or Buyer, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger, the Subsidiary Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners Buyer and WMI will the Company shall promptly furnish advise each other with copies of written communications received by WMI upon receiving any communication from any Governmental Entity whose consent or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby other than by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.l(c)) will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all their reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from Plan. The Company and the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI Acquiror shall each have the right to review reasonably 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 the WM Entities Company or the Keystone EntitiesAcquiror, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears appear in any filing made with with, or written material materials submitted to to, any third party or any governmental body authority in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and governmental authorities necessary or advisable to consummate the transactions contemplated by this Plan and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (b) The KH Partners Acquiror and WMI shall the Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, Statement or any other statement statement, filing, notice or application made by or on behalf of WMI or the KH PartnersAcquiror, the Company or any of their respective subsidiaries Subsidiaries to any governmental body authority in connection with the Merger and the other transactions, applications or filings transactions contemplated by this AgreementPlan. (c) The KH Partners Acquiror and WMI will the Company shall promptly furnish each other with copies of written communications received by WMI the Acquiror or American Savings Bank the Company, as the case may be, or any of their respective subsidiaries 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 Plan) from, or delivered by any of the foregoing to, any governmental body authority in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement including(including the Merger), without limitationand to comply with the terms and conditions of all such permits, those consents, approvals and authorizations of all such third parties or Governmental Entities; provided, however, that may no party shall be required from to take any action pursuant to the SECforegoing sentence if the taking of such action or the obtaining of or compliance with such permits, consents, approvals and authorizations is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 7.2(c). In furtherance (but not in limitation) of the foregoing, subject to full cooperation of the Company and its advisors and accountants, Parent shall file any required applications, notices or other filings with the Federal Reserve Board, the FDIC, the OTS, the Justice New York State Banking Department and other regulatory authoritiesthe Office of the State Bank Commissioner of the State of Delaware within twenty (20) calendar days of the date hereof. KH Partners The Company and WMI Parent shall each have the right to review reasonably in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to the WM Entities Company or the Keystone EntitiesParent, as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which appears that appear in any filing made with with, or written material materials submitted to to, any governmental body 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. The parties hereto shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions 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. Parent shall advise the Company, promptly after it receives notice of the time when the Form S-4 has become effective, of the issuance of any stop order suspending the effectiveness of the Form S-4, or if any proceedings for that purpose shall have been initiated or threatened by the SEC. (b) The KH Partners Each of Parent and WMI shall the Company shall, upon request, furnish each to the other with all reasonable information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, the Form S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or Parent, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners Each of Parent and WMI will the Company shall promptly furnish each advise the other with copies upon receiving any communication from any Governmental Entity the consent or approval of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect which is required for consummation of the transactions contemplated hereby other than by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such written communications received approval may be materially delayed. (d) Without limiting the scope of the foregoing paragraphs, the Company shall, to the extent permitted by applicable Law (i) promptly advise Parent of the receipt of any substantive communication from a Governmental Entity with respect to the transactions contemplated hereby, (ii) provide Parent with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or delivered communication to any Governmental Entity with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Parent with the opportunity to participate in connection any meetings or substantive telephone conversations that the Company or its Subsidiaries or their respective representatives may have from time to time with any proposed settlement of Governmental Entity with respect to the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitytransactions contemplated hereby.

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all commercially reasonable efforts to promptly prepare and file as soon as practicable after the date hereof all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities which are necessary or advisable for such party to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger and the Bank Merger). The Seller and the Buyer shall have the right to review in advance all such applications, notices, petitions, and filings, and each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Buyer, the Buyer Bank, the Seller or the Seller Bank, 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 hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from and each party will keep the SEC, other apprised of the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information status of matters relating to the WM Entities or the Keystone Entities, as the case may be, and any completion of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this Agreementhereby. (b) The KH Partners Seller and WMI shall the Buyer shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH PartnersSeller, the Buyer or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger, the Bank Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners Seller and WMI will the Buyer shall promptly furnish each other with copies of written communications received by WMI the Seller or American Savings Bank the Buyer, as the case may be, or any of their respective subsidiaries 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 body Governmental Entity in respect of the transactions contemplated hereby other than hereby. (d) The Seller and the Buyer shall negotiate in good faith for a period not to exceed thirty (30) days an alternative transaction structure if, after pursuing in good faith all necessary regulatory approvals, the parties determine in good faith that the required regulatory approvals will not be obtained to complete the Merger or the Bank Merger. If an agreement on an alternative transaction structure cannot be reached after thirty (30) days of good faith negotiations, this Section 6.01(d) shall expire. In no event shall the parties have any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected obligation under this Section 6.01(d) to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitynegotiate after July 31, 2002.

Regulatory Matters. (a) The parties hereto will cooperate with each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information relating to the WM Entities or the Keystone Entities, as the case may beCompany shall, and any shall cause its Subsidiaries to, take the actions set forth on Section 5.3(a) of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this AgreementCompany Disclosure Letter. (b) The KH Partners and WMI Company shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with take the WMI Proxy Statement, or any other statement or application made by or actions set forth on behalf Section 5.3(b) of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this AgreementCompany Disclosure Letter. (c) The KH Partners Subject to the next sentence of this Section 5.3(c), the Company hereby authorizes Acquirer, and WMI will shall cooperate with and take such actions as reasonably requested by Acquirer in connection with its efforts, to take such actions (including the appointment by Acquirer of counsel or other Representatives to represent the parties in connection with its efforts) and to make or conduct such communications, meetings, or other contacts, formal or informal, oral or written, with any Agency, as Acquirer in good faith, after consultation with the Company, deems necessary to obtain the Required Approvals and to consummate the Merger. Acquirer shall (i) inform the Company in advance of any such communication, meeting or other contact which Acquirer proposes or intends to make; (ii) to the extent not prohibited by the applicable Agency, arrange for Representatives of the Company to participate in any such communications, meetings or other contacts; (iii) promptly furnish each other notify the Company of any oral communications with any Agency relating to any of the foregoing; and (iv) promptly provide the Company with copies of all written communications received by WMI or American Savings Bank or with any of their respective subsidiaries from, or delivered by Agency relating to any of the foregoing foregoing. (d) Subject to and in accordance with the last sentence of Section 5.3(c), as promptly as practicable following the date of this Agreement, Acquirer shall use its reasonable best efforts to arrange a meeting between Acquirer and/or its Representatives, on the one hand, and each of the applicable Agencies, on the other hand, and the Company shall, and shall cause its Subsidiaries to, any governmental body in respect of the transactions contemplated hereby other than any use reasonable best efforts to assist Acquirer and/or its Representatives to arrange such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymeeting (each, an “Agency Approval Meeting”).

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all reasonable their best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those and the Bank Merger Agreement. The parties hereto agree that may be required from the SEC, the FDIC, the OTS, the Justice Department and they will consult with each other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information relating with respect to the WM obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or the Keystone Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted advisable to any governmental body in connection with consummate the transactions contemplated by this AgreementAgreement and the Bank Merger Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (b) The KH Partners and WMI shall parties hereto shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany filing, or any other statement 36 notice or application made by or on behalf of WMI or the KH Partners, parties hereto or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Stock Purchase and the Merger and the other transactions, applications or filings transactions contemplated by this Agreement and the Bank Merger Agreement. (c) The KH Partners and WMI will parties hereto shall promptly furnish each other with copies of written communications received by WMI or American Savings Bank any of them or any of their respective subsidiaries Subsidiaries, Affiliates or Associates (as such term is 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 body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of and by the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone EntityBank Merger Agreement.

Regulatory Matters. (a) The parties hereto will Parties shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement including, (including without limitation, those that may be required from limitation the SEC, the FDIC, the OTS, the Justice Department Merger). The Bank and other regulatory authorities. KH Partners and WMI Acquiror shall each have the right to review reasonably 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 of the information relating to the WM Entities Bank or the Keystone EntitiesAcquiror, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with with, or written material materials submitted to to, any governmental body 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. The Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions 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. (b) The KH Partners Acquiror and WMI shall the Bank shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, or and any other statement statement, filing, notice or application made by or on behalf of WMI Acquiror, Acquiror’s Subsidiaries, or the KH Partners, or any of their respective subsidiaries Bank to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this AgreementAgreement (collectively, the “Filing Documents”). Acquiror agrees promptly to advise the Bank if, at any time prior to the Bank Shareholders’ Meeting, any information provided by Acquiror for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Bank with the information needed to correct such inaccuracy or omission. Acquiror shall promptly furnish the Bank with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to Acquiror and the Acquiror Subsidiaries, to comply with all applicable legal requirements. The Bank agrees promptly to advise Acquiror if, at any time prior to the Bank Shareholders’ Meeting, any information provided by the Bank for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Acquiror with the information needed to correct such inaccuracy or omission. The Bank shall promptly furnish Acquiror with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to the Bank, to comply with all applicable legal requirements. (c) The KH Partners Acquiror and WMI will the Bank shall promptly furnish each other with copies of written communications received by WMI Acquiror, Acquiror’s Subsidiaries, or American Savings Bank the Bank, 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 body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) U.S. Bancorp and Firstar shall promptly prepare and file with the SEC the Joint Proxy Statement and U.S. Bancorp 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 U.S. Bancorp and Firstar 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 U.S. Bancorp and Firstar shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. U.S. Bancorp 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 Firstar shall furnish all information concerning Firstar and the holders of Firstar Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto will shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, those that may be required from the SECMerger) and the Option Agreements, and to comply with the FDICterms and conditions of all such permits, the OTSconsents, the Justice Department approvals and other regulatory authoritiesauthorizations of all such Governmental Entities. KH Partners U.S. Bancorp and WMI Firstar shall each have the right to review reasonably 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 the WM Entities Firstar or the Keystone EntitiesU.S. Bancorp, as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which that appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing rights of review and consultation, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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 herein. (bc) The KH Partners U.S. Bancorp and WMI shall Firstar shall, upon request, promptly furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Joint Proxy Statement, the S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or the KH PartnersU.S. Bancorp, Firstar or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners U.S. Bancorp and WMI will Firstar shall promptly furnish advise each other with copies of written communications received by WMI upon receiving any communication from any Governmental Entity whose consent or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby other than by this Agreement or the Option Agreements that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) The parties hereto will Company shall promptly prepare the Proxy Statement and distribute it to the Company’s shareholders, and Parent shall provide in a timely manner any information reasonably requested by the Company for inclusion therein. If, prior to the Effective Time of the Merger, any event occurs with respect to the Company or Parent or any change occurs with respect to information supplied by Parent for inclusion in the Proxy Statement that, in any such case, is required to be described in an amendment of, or supplement to, the Proxy Statement, the Company or Parent, as applicable, shall promptly notify the other of them of such event and the parties, and the Company shall promptly disseminate the information in such amendment or supplement to its shareholders. (b) Parent and the Company shall reasonably cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from (including the SECMerger, the FDICSecond Merger and the Bank Merger). Parent shall use its reasonable best efforts to file the applicable applications with the OCC and the FRB with respect to the transactions contemplated by this Agreement as promptly as practicable after the date hereof, and in any event within 45 days after the OTS, the Justice Department date hereof. The Company and other regulatory authorities. KH Partners and WMI Parent shall each have the right to review reasonably in advance all information advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the WM Entities or exchange of information, all the Keystone Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and, subject to applicable Laws (including relating to the exchange of information), each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein, provided, however, that in no event shall Parent or Parent Bank be required to agree to any prohibition, limitation, or other requirement that would (a) prohibit or materially limit the ownership or operation by Parent or Parent Bank of all or any material portion of the business or assets of the Company or the Company Bank, or (b) compel Parent or Parent Bank to dispose of or hold separate all or any material portion of the business or assets of the Company or the Company Bank (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”). (bc) The KH Partners Subject to applicable Laws relating to the exchange of information, Parent and WMI shall the Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, or any other statement statement, filing, notice or application made by or on behalf of WMI or Parent, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger, the Second Merger and the Bank Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners Subject to applicable Laws, Parent and WMI will the Company shall promptly furnish each other with copies of written communications received by WMI Parent or American Savings Bank the Company, as the case may be, or any of their respective subsidiaries 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 body Governmental Entity in respect of the transactions contemplated hereby hereby. Parent and the Company shall reasonably promptly advise each other than of any such written significant verbal communications received initiated by any Governmental Entity with respect to the transactions contemplated hereby, subject to applicable Laws and, to the extent reasonably practicable and not prohibited by applicable law or delivered objected to by the subject Governmental Entity, Parent and Company will give the other party reasonable opportunity to attend and participate in connection any meetings or telephone conversations with any proposed settlement Governmental Entity relating to any material issues with respect to the applications described in Section 7.1(b) or consummation of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitytransactions contemplated hereby.

Regulatory Matters. (a) The parties hereto will cooperate with agree to make (or cause to be made, and if necessary cause their respective Affiliates to make) an appropriate filing of a Notification and Report Form pursuant to the HSR Act within five business days following the date hereof. (b) Subject to the terms and conditions of this Agreement, each other and of the parties hereto shall use all their commercially reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to (i) consummate the transactions contemplated by this Agreement includinghereby and to cause the conditions set forth in Section 2.1 and Section 2.2 to be satisfied as promptly as practicable (and in any event prior to the End Date); (ii) prepare as promptly as practicable all necessary applications, without limitationnotices, those that may be required from the SECfilings, the FDIC, the OTS, the Justice Department requests and other regulatory authorities. KH Partners and WMI shall each have the right documents that are required to review reasonably in advance all information relating be made to the WM Entities or the Keystone Entities, as the case may be, and any of their respective subsidiaries, together filed with any Governmental Authority by such party (and cooperate with the other information reasonably requested, which appears in any filing made party with or written material submitted respect to any applications, notices, filings, requests and other documents that are required to be made or filed with any governmental body entities by the other party) in connection with the transactions contemplated by this Agreement. ; (biii) The KH Partners and WMI shall furnish each obtain (or make, as applicable) as promptly as practicable all consents or approvals from, notifications to or filings or registrations with, any Governmental Authority or other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may persons which are required to be necessary or advisable obtained in connection with the WMI Proxy Statementtransactions contemplated by this Agreement; (iv) have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order with respect thereto and (v) resolve any objection or assertion by any Governmental Authority challenging this Agreement or the transactions contemplated hereby. (c) Subject to the other provisions of this Agreement, each of the parties hereto shall (i) to the extent permitted by applicable Regulations, promptly inform the other party in writing of any substantive communication (oral and written) received by such party from, or given by such party to, any Governmental Authority in connection with the transactions contemplated by this Agreement; (ii) consult with the other statement parties (subject to applicable Regulations relating to the exchange of information) in connection with any applications, notices, filings or application requests made (or any consents, approvals or clearances sought to be obtained) in connection with the transactions contemplated by this Agreement (including providing the other parties with copies of any such applications, notices, filings or requests to be made in advance of the filing or provision thereof and providing such other party with a reasonable period to review and comment on any such applications, notices, filings or requests); (iii) use commercially reasonable efforts to furnish to the other party and, upon request, to any Governmental Authorities such information and assistance as may be reasonably requested in connection with the foregoing, including by responding promptly to and using commercially reasonable efforts to comply fully with any request for additional information or documents under any applicable Regulations; and (iv) not independently participate in any meeting (including telephonic meetings) with any Governmental Authority in connection with the foregoing without giving the other party sufficient prior notice of the meeting (including telephonic meetings) and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate in such meeting (including telephonic meetings). US-DOCS\100678152.13 (d) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require Parent or Sellers to take or agree to take any action with respect to any of their Affiliates, including selling, divesting, conveying, holding separate, or otherwise limiting its freedom of action with respect to any assets, rights, products, licenses, businesses, operations, or interest therein, of any of their Affiliates or any direct or indirect portfolio companies (as such term is understood in the private equity industry) of investment funds advised or managed by one or more Affiliates of Sellers. (e) Notwithstanding anything in this Section 4.4 to the contrary, materials provided by or on behalf of WMI one party or its counsel or the KH Partnersother party or its counsel may be redacted to the extent necessary (i) to remove references concerning such party’s valuation analyses, or any of their respective subsidiaries (ii) to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the address reasonable concerns regarding attorney-client privilege or (iii) to remove personal, proprietary and other confidential business information. (f) Within 15 business days of KH Partners or any Keystone Entitythe date hereof, Parent shall use its reasonable best efforts to take all action necessary to cause Cabot Credit Management PLC to register as a private limited liability company.

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all their commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities, as set forth in Section 3.4 of the Sellers Disclosure Schedule, which are necessary or advisable to consummate the transactions contemplated by this Agreement including(including without limitation the Stock Purchase). S1, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department Davidge and other regulatory authorities. KH Partners and WMI shall each have Purchaser shaxx xxxx the right to review reasonably 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 the WM Entities S1, Davidge or the Keystone EntitiesPurchaser, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with mxxx xxxh, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this AgreementAgreement and will promptly notify each other of any communication with any Governmental Entity and provide the other with an opportunity to participate in any meetings with a Governmental Entity relating thereto; 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 hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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 the consummation of the transactions contemplated herein. (b) The KH Partners Purchaser, S1 and WMI Davidge shall furnish promptly advise each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary upon receiving any communicatixx xxxx any Governmental Entity whose consent or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby other than by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite regulatory approval will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) The parties hereto will cooperate with each other Leucadia and Jefferies shall use all commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department Transactions. Jefferies and other regulatory authorities. KH Partners and WMI Leucadia shall each have the right to review reasonably consult the other, in advance all information each case subject to applicable laws relating to the WM Entities or the Keystone Entitiesexchange of information, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in respect to any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions and each party will keep the other apprised of the status of matters relating to completion of the Transactions. (b) The KH Partners Leucadia and WMI shall Jefferies shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH PartnersLeucadia, Jxxxxxxxx or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings contemplated by this AgreementTransactions. (c) The KH Partners Leucadia and WMI will Jefferies shall promptly furnish each the other with copies of written communications received by WMI them or American Savings Bank or any of their respective subsidiaries Subsidiaries from, or delivered by any of the foregoing to, any governmental body Governmental Entity in respect of the transactions contemplated hereby Transactions (other than in respect of information filed or otherwise submitted confidentially to any such written communications received Governmental Entity). (d) Leucadia and Jefferies shall, and shall cause their Subsidiaries to, use commercially reasonable efforts (i) to take, or delivered cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on them or their Subsidiaries with respect to the Transactions and, subject to the conditions set forth in Article V hereof, to consummate the Transactions and (ii) subject to the conditions set forth in Article V hereof, to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Jefferies or Leucadia or any of their respective Subsidiaries in connection with any proposed settlement of the Case where Transactions, and to comply with the furnishing terms and conditions of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners consent, authorization, order or any Keystone Entityapproval.

Regulatory Matters. (a) The parties hereto Unless otherwise specified in an individual Task Order, CLIENT will cooperate be responsible for all written and oral contact with each any Agencies with respect to the Services and any Deliverable and the preparation and submission of all other and use all reasonable efforts reports or notices required by the Laws. As between the parties, CLIENT shall have the sole right to prepare all necessary documentationand file for the Health Registrations, including the CMC, with the applicable Agencies, and, for clarity, PROVIDER shall have no right to effect all necessary filings do so and shall not communicate with any Agencies in connection with any Health Registration. PROVIDER shall not initiate any communications with any Agency concerning any of the Services, a Project or a Deliverable without first getting written consent from CLIENT unless such communication is required by Law (in which case PROVIDER shall give as much prior written notice of such communication as possible) or requested to obtain all necessary permitsdo so by CLIENT at CLIENT’S reasonable cost. If determined by CLIENT (in its sole discretion), consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI CLIENT shall each have the right to review reasonably include a designation of PROVIDER and the Facility as a Manufacturer and Manufacturing site of Product in advance all information relating to the WM Entities or the Keystone Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this Agreementapplicable Health Registrations. (b) The KH Partners and WMI PROVIDER shall furnish each other with all reasonable information concerning themselvespromptly inform CLIENT of any request or effort by any Agency to contact, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statementvisit, or inspect PROVIDER, the Facility, the Records or other relevant information relating to or impacting any of the Projects or PROVIDER’S performance of Services, or take any other statement regulatory action. PROVIDER shall notify CLIENT within [***] if any Agency, including any regulatory authority, issues or application made by or on behalf gives to PROVIDER any notice of WMI or the KH Partnersintent to inspect, notice of inspection, notice of inspection observations, warning letter, or other written communication concerning any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this AgreementServices. (c) The KH Partners PROVIDER will provide to CLIENT or directly to the Agency, as requested, at CLIENT’S expense, which shall be described in an applicable Task Order, information in PROVIDER’S control necessary for CLIENT to apply for, obtain and WMI will promptly furnish each maintain regulatory approvals, including any Health Registration. PROVIDER shall inform CLIENT prior to making commitments to any Agency relating to changes in Services planned to be performed at PROVIDER’S facility. (d) CLIENT, in its discretion, may provide PROVIDER with CMC information applicable to aid PROVIDER in the development of the Master Batch Records used in the Manufacture of Product in accordance with this Agreement and applicable Law. For clarity, all CMC information shall be considered Confidential Information of CLIENT hereunder. (e) Upon request, PROVIDER shall perform any applicable Services (including testing and, at CLIENT’S request, preparing documents to support CMC modules for filing or filing related support for the Health Registrations) in connection with the application, receipt, and maintenance of any Health Registrations for Product as set forth and described in the applicable Task Order or as otherwise requested in writing by CLIENT from time to time, at CLIENT’S reasonable cost (which may be set forth in a new Task Order), which activities shall be performed by PROVIDER in compliance with all applicable Laws. In all cases, PROVIDER shall be prepared for any and all inspections, including pre-approval inspections, by Agencies. As mutually agreed to and as described in a relevant Task Order, or as otherwise requested in writing by CLIENT from time to time (which may be set forth in a new Task Order), at CLIENT’S reasonable cost, PROVIDER shall provide CLIENT with such information and assistance as CLIENT may reasonably request for purposes of applying for and maintaining all relevant Health Registrations for Product including providing CLIENT with any applicable reports, authorizations, certificates, methodologies, specifications and other with copies documentation in the possession or under the control of written communications received by WMI or American Savings Bank PROVIDER (or any of their respective subsidiaries fromits Affiliates) relating to the pharmaceutical/technical development and/or Manufacture of Product or any component thereof. (f) PROVIDER acknowledges that Agencies may, or delivered by in conducting an inspection of CLIENT, request copies of reports of CLIENT audits of its suppliers, including PROVIDER. For clarity, in response to such a request, CLIENT shall have the right to provide to the Agency any report of any compliance audit conducted hereunder (including as may be conducted in accordance with the foregoing to, Quality Agreement) and any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered information in connection with the activities hereunder and shall notify PROVIDER of such request by the Agency. (g) CLIENT shall be responsible for conducting any proposed settlement recall of Product, managing all returns of Product, and managing all customer, healthcare provider or patient technical and quality complaints related to Product, including complaints related to the ingredients or components of Product. In such cases above and at CLIENT’S request, PROVIDER shall co-operate with and give reasonable assistance to CLIENT, at CLIENT’s reasonable expense (which shall be described in a Task Order or otherwise agreed by the parties in writing), in conducting any such recall, managing such return, or managing such complaints related to Product. For recalls that occur within the latent defect period described in Section 5.4, and to the extent the results of the Case where applicable investigation determine that PROVIDER is at fault, the furnishing remedies in Section 8.3 shall apply. For recalls that occur after the latent defect period described in Section 5.4, and to the extent the results of such communications would reasonably be expected the investigation determine that PROVIDER is at fault, PROVIDER shall, proportionally to jeopardize PROVIDER’S fault, reimburse CLIENT for all the attorney-client privilege of KH Partners or any Keystone Entityapplicable investigation costs, but the remedies in Section 8.3 shall not apply.

Regulatory Matters. (ai) The parties hereto will shall cooperate with each other and use all their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties (including any unions, works councils or other labor organizations) and Governmental Entities that are necessary filings or advisable to consummate the transactions contemplated by this Agreement, and to obtain otherwise consummate the transactions contemplated by the Transaction Documents as promptly as practicable. Each of the Company and the Investor 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 confidentiality of information, the information 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. The parties shall consult with each other with respect to the obtaining of all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement includingand each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. (ii) Each of the parties shall, without limitationupon request, those that furnish to the other all information concerning itself, its subsidiaries, directors, officers and stockholders, and such other matters as may be required from the SECreasonably necessary or advisable in connection with any statement, the FDICfiling, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information relating to the WM Entities notice or the Keystone Entities, as the case may be, and application made by or on behalf of any of them or any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted subsidiaries to any governmental body Governmental Entity in connection with the transactions contemplated by this Agreement. (biii) The KH Partners and WMI Each of the parties shall furnish each other with all 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 information concerning themselves, their subsidiaries, directors, officers and stockholders and likelihood that any required regulatory approval will not be obtained or that the receipt of any such other matters as approval may be necessary materially delayed. (iv) Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree and acknowledge that neither this Section 6.1 nor the “reasonable best efforts” standard shall require, or advisable be construed to require, Investor or any of its respective subsidiaries or other affiliates, in connection with the WMI Proxy Statementorder to obtain any permits, consents, approvals or authorizations, or any other statement terminations or application made by waivers of any applicable waiting periods, to propose, negotiate or on behalf of WMI or the KH Partnersoffer to effect, or consent or commit to, any terms, condition or restrictions that are reasonably likely to materially and adversely impact (i) Investor's or any of its subsidiaries' ability to own or operate any of their respective subsidiaries businesses or operations or ability to conduct any governmental body in connection with such businesses or operations substantially as conducted as of the Merger and the other transactions, applications or filings contemplated by date of this Agreement. , (cii) The KH Partners and WMI will promptly furnish each other with copies the Company's or any of written communications received by WMI its subsidiaries' ability to own or American Savings Bank or operate any of their respective subsidiaries frombusinesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, or delivered by any (iii) Investor's ability to acquire, hold and dispose of the foregoing to, any governmental body in respect Securities (or vote the Common Stock) and realize the economic incidents of the transactions contemplated hereby other than ownership of such Securities (any such written communications received effect described in clause (i), (ii) or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity(iii), a “Substantial Detriment”).

Regulatory Matters. (a) The parties hereto will shall promptly cooperate with each other in the preparation and filing of the Form S-4, including the Proxy Statement. Each of the parties hereto 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 PHFG and the Company each shall thereafter promptly mail the Proxy Statement to its respective shareholders. PHFG shall use its reasonable best efforts to obtain all necessary state securities law or "blue sky" permits and approvals required to carry out the issuance of PHFG Common Stock pursuant to the Merger and all other transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of the 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 all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Bank Mergers). PHFG and 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 relating to the exchange of information, all the information which appears in any filing made with or written materials submitted to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement includingand each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) PHFG and the Company shall, without limitationupon request, those that furnish each other with all information concerning themselves, their respective Subsidiaries, directors, officers and shareholders and such other matters as may be required from reasonably necessary or advisable in connection with the SECProxy Statement, the FDICForm S-4 or any other statement, filing, notice or application made by or on behalf of PHFG, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information relating to the WM Entities Company or the Keystone Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted Subsidiaries to any governmental body Governmental Entity in connection with the transactions contemplated by this AgreementAgreement and the Bank Merger Agreements. (bd) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger PHFG and the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will Company shall promptly furnish each other with copies of written communications received by WMI PHFG or American Savings Bank by the Company, as the case may be, or any of their respective subsidiaries Subsidiaries from, or delivered by any of the foregoing to, any governmental body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of by this Agreement and the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone EntityBank Merger Agreements.

Regulatory Matters. (a) The parties hereto will Purchaser and Seller shall (i) as promptly as practicable and in any event not more than five (5) Business Days after the date of this Agreement, make or cause to be made any filings required of each of them or any of their respective Affiliates under the HSR Act and (ii) cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority under any applicable Laws with respect to any such filing or any such transaction, including making an appropriate response as promptly as practicable to any requests for additional information or documents by a Governmental Authority pursuant to the HSR Act or any other Antitrust Laws. Any such filings shall specifically request early termination of the waiting period under the HSR Act. Without limiting the foregoing, Purchaser, Seller and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act, other Antitrust Laws or other applicable Laws or enter into any agreement with any Governmental Authority not to consummate the transactions contemplated hereby, except with the prior written consent of the other party hereto, such consent not to be unreasonably withheld, conditioned or delayed. Subject to applicable Law, each such party shall promptly inform the other party hereto of any material oral communication with, and provide copies of material written communications with, any Governmental Authority regarding any such filings or any such transaction; provided, that materials may be redacted (i) to remove references concerning the valuation of the Company, (ii) as necessary to comply with contractual arrangements or applicable Laws and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no party hereto shall independently participate in any substantive meeting, whether in-person, telephonic, or videoconference, with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party hereto 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 hereto will consult and cooperate with one another in advance in connection with any analyses, appearances, presentations, filings (except for HSR filings), memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act, including providing the other party a reasonable opportunity to review and comment on such draft submissions. Purchaser shall pay all actual out of pocket filing fees associated with such filings but each party shall otherwise pay its own costs and expenses in preparing such filings and responding to any requests for information received from any Governmental Authority in respect of such filings, including but not limited to legal, accounting and economic analyses fees incurred in connection with filings made under the HSR Act and the related obligations set forth in this Section 7.2. (b) Purchaser shall not, and shall cause the Purchaser Entities and its and their respective Affiliates to not, acquire, invest in or otherwise obtain any interest in or agree to acquire, invest in or otherwise obtain any interest in by merging or consolidating with, or by purchasing any assets of or equity in, or by any other manner, any Person or portion thereof if the entering into a definitive agreement relating to or the consummation of such acquisition, investment, purchase, merger or consolidation would reasonably be expected to (A) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (B) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions or (C) delay the consummation of the Transactions. Without limiting the generality of the foregoing, Purchaser shall not, and shall cause its Affiliates not to, take any action that could reasonably be expected to prevent or delay the consummation of the Transactions. (c) The Parties shall not, and Purchaser shall cause the Purchaser Entities and its and their respective Affiliates to not, take any actions that would reasonably be expected to delay or prevent clearance or the termination or expiration of the waiting period under the HSR Act. Purchaser shall use its reasonable best efforts to (i) obtain the required consents from any Governmental Authority, including the termination or expiration of the waiting period under the HSR Act and antitrust clearances, waiting period terminations or expirations, consents, actions, or non-actions under any other Antitrust Law, as promptly as practicable, including (x) terminating, or agreeing to terminate, existing relationships, contractual rights or obligations of the Purchaser Entities, the Company or any of their respective Subsidiaries or creating or modifying, or agreeing to create or modify, any relationship, contractual right or obligation of the Purchaser Entities, the Company or any of their respective Subsidiaries or (y) selling, divesting or otherwise disposing of or holding separate, any assets, business or voting securities of the Company, or agreeing to any limitations on Purchaser’s freedom of action, ownership or control with respect to any assets, business or voting securities of the Company (or proffering or agreeing to take such actions) as may be necessary to resolve objections, if any, asserted by any Governmental Authority with respect to this Agreement (such action as described in this sub-section (y) a “Divestiture Action”), so as to enable the Transactions to be completed as soon as practicable and in any event by the Outside Date; (ii) at the earliest practicable date make an appropriate response to (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Governmental Authority. Notwithstanding anything to the contrary in this Agreement, the parties hereto understand and agree that the reasonable best efforts of any party hereto shall not be deemed to include (i) entering into any settlement, undertaking, stipulation or agreement with any Governmental Authority in connection with divesting or otherwise holding separate, or taking any other action with respect to the existing businesses, assets or properties (or otherwise agreeing to do any of the foregoing) of Purchaser’s Subsidiaries or its Affiliates (which for the purposes of this sentence shall be understood not to include the Company or its Subsidiaries) or (ii) taking, or agreeing to take, any Divestiture Action if such Divestiture Action would have a Material Adverse Effect on the Company. (d) In the event any proceeding by a Governmental Authority or other Person is commenced which questions the validity or legality of the Transactions or seeks damages in connection therewith, the parties hereto agree to cooperate and use all reasonable efforts to prepare all necessary documentationdefend against such proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to effect use all necessary filings reasonable efforts to have such injunction or other order lifted, and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department and cooperate reasonably regarding any other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information relating impediment to the WM Entities or consummation of the Keystone Entities, as the case may be, and any Transactions. Nothing in this Section 7.2(d) shall limit Purchaser’s obligations under Section 7.2(a)-(c) of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this Agreement. (b) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity.

Regulatory Matters. (a) Subject to the terms and conditions set forth in this Agreement, CenterState and HBC shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including (i) the satisfaction of the conditions precedent to the obligations of HBC (in the case of CenterState) or CenterState (in the case of HBC) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The parties hereto will Parties shall cooperate with each other and use all their respective commercially reasonable best efforts to promptly prepare and file, and cause their respective Subsidiaries to prepare and file, all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement including(including the Merger and the Bank Merger), without and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. In furtherance (but not in limitation) of the foregoing, those that may be CenterState shall, and shall cause CenterState Bank of Florida, N.A. to, use commercially reasonable best efforts to file any required from applications, notices or other filings with the SECFRB, the FDIC, OCC and applicable state banking agencies within sixty (60) days of the OTS, the Justice Department date hereof. HBC and other regulatory authorities. KH Partners and WMI CenterState shall each have the right to review reasonably in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to the WM Entities HBC or the Keystone EntitiesCenterState, as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which appears that appear in any filing made with with, or written material 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. The Parties shall consult with each other with respect to any governmental body the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. The Parties shall promptly deliver to each other copies of all filings, orders and correspondence to and from all Governmental Entities in connection with the transactions contemplated by this Agreement. (b) The KH Partners Each of CenterState and WMI shall HBC shall, upon request, furnish each to the other with all reasonable information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, or any other statement statement, filing, notice or application made by or on behalf of WMI or the KH PartnersCenterState, HBC or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger, the Bank Merger and the or any other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners Each of CenterState and WMI will HBC shall promptly furnish each advise the other with copies upon receiving any communication from any Governmental Entity the consent or approval of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect which is required for consummation of the transactions contemplated hereby other than by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such written communications received approval may be delayed. (d) Notwithstanding the obligations of CenterState in this Section 6.1 or delivered anything in this Agreement to the contrary, in no event shall CenterState be required in connection with obtaining any proposed settlement Requisite Regulatory Approval to (i) maintain capital ratios greater than those set forth in Section 6.1(d) of the Case where CenterState Disclosure Schedule, (ii) maintain a classified assets ratio lower than that set forth in Section 6.1(d) of the furnishing CenterState Disclosure Schedule, (iii) agree to originate any loans or make any payments to any one or more third parties other than pursuant to contracts or commitments in effect as of the date hereof or as required or contemplated by this Agreement, (iv) raise common equity capital at the holding company or bank level, in an amount that, or (v) agree to any material strategic operational restriction, which, in the case of each of subsections (i) through (v), would reduce the economic benefits of the transactions contemplated by this Agreement to CenterState to such communications a degree that CenterState would reasonably be expected not have entered into this Agreement had such condition been known to jeopardize it at the attorney-client privilege date hereof (each of KH Partners or any Keystone Entitythe foregoing is referred to as a “Materially Burdensome Regulatory Condition”).

Regulatory Matters. (a) The parties hereto will Parties shall reasonably cooperate with each other and use all their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Authorities that are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement includingas promptly as practicable, without limitationand to comply with the terms and conditions of all such permits, those that consents, approvals, and authorizations of all such third parties or Governmental Authorities; provided, however, any initial filings with Governmental Authorities in connection with the Merger shall be made by Parent and Citizens within forty-five (45) calendar days after the date hereof. Each of Parent and Suncrest shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be required from reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Suncrest or any of their respective Subsidiaries to any Governmental Authority in connection with the SEC, Merger and the FDIC, the OTS, the Justice Department other transactions contemplated by this Agreement. Suncrest and other regulatory authorities. KH Partners and WMI Parent shall each have the right to review reasonably in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws, all the non-confidential information relating to the WM Entities Suncrest or the Keystone EntitiesParent (excluding any confidential financial information relating to individuals), as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which appears that appear in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental 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. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations (collectively the “Approvals”) of all third parties and Governmental Authorities necessary or advisable to consummate the 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 and the other transactions contemplated by this Agreement. (b) The KH Partners and WMI Notwithstanding the foregoing, nothing contained herein shall furnish each other with all reasonable information concerning themselvesbe deemed to require Parent or any of its Subsidiaries to take any action, their subsidiariesor commit to take any action, directorsor agree to any condition or restriction, officers and stockholders and such other matters as may be necessary or advisable in connection with obtaining the WMI Proxy Statementforegoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or any other statement restriction is to be taken or application made by implemented), to (i) have a Parent Material Adverse Effect or on behalf of WMI (ii) require Parent, Citizens or the KH PartnersSurviving Corporation to increase its capital levels or accept any restrictions on its ability to operate its businesses in each case that would materially reduce the economic benefits of the transactions contemplated hereby to Parent and Citizens to such a degree that Parent and Citizens, in good faith after consultation with Suncrest, would not have entered into this Agreement had such conditions, restrictions or requirements been known at the date hereof (any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactionsclauses (i) or (ii), applications or filings contemplated by this Agreementa “Materially Burdensome Regulatory Condition”). (c) The KH Partners From and WMI will promptly furnish after the date hereof until the earlier of the Effective Time or termination of this Agreement pursuant to Article 8, (i) the Parties shall use their respective commercially reasonable efforts to comply in all material respects with any commitments or obligations under any Regulatory Agreement or CRA Agreement, and shall exercise their commercially reasonable efforts to resolve any unresolved violation, criticism or exception thereunder; (ii) to the extent permitted by applicable Law, the Parties shall keep each other informed of the status and progress of its compliance with copies any such CRA-related commitments or obligations; (iii) each Party shall promptly provide the other Parties of written communications received by WMI or American Savings Bank or any of their respective subsidiaries fromnotice, or delivered other Knowledge of such Party, of any planned or threatened objection by any of the foregoing to, any governmental body in respect of community group to the transactions contemplated hereby hereby; and (iv) each Party shall cooperate with the other than Parties to address and resolve any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing protests as promptly as practicable, including by providing access to such information and employees of such communications would Party as another Party may reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityrequest.

Regulatory Matters. (a) The Company shall promptly prepare and file with the SEC the Proxy Statement and Parent 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 Parent 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 the Company shall thereafter mail the Proxy Statement to its stockholders. Parent shall also use its reasonable best efforts to obtain as promptly as practicable all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (b) The parties hereto will shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from (including the SEC, Merger and the FDIC, the OTS, the Justice Department Bank Merger). The Company and other regulatory authorities. KH Partners and WMI Parent shall each have the right to review reasonably 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 the WM Entities Company or the Keystone EntitiesParent, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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. (bc) The KH Partners Parent and WMI shall the Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, the S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or Parent, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners Parent and WMI will the Company shall promptly furnish each other with copies of written communications received by WMI Parent or American Savings Bank the Company, as the case may be, or any of their respective subsidiaries 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 body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) Parent shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. The Company shall cooperate with Parent in the preparation of the Proxy Statement to be included within the S-4. Each of the Company and Parent 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 the Company shall thereafter mail 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. (b) The parties hereto will shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, (including without limitation, those that may be required from limitation the SEC, Merger and the FDIC, the OTS, the Justice Department Bank Merger). The Company and other regulatory authorities. KH Partners and WMI Parent shall each have the right to review reasonably 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 the WM Entities Company or the Keystone EntitiesParent, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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. (bc) The KH Partners Parent and WMI shall the Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, or the S-4 and any other statement statement, filing, notice or application made by or on behalf of WMI or Parent, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger, the Bank Merger and the other transactions, applications or filings transactions contemplated by this Agreement. Parent agrees promptly to advise the Company if at any time prior to the Company’s Shareholders’ Meeting any information provided by Parent for the Proxy Statement becomes incorrect or incomplete in any material respect and promptly to provide Company with the information needed to correct such inaccuracy or omission. Parent shall promptly furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and the Parent Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Parent if at any time prior to the Company’s Shareholders’ Meeting any information provided by the Company for the Proxy Statement becomes incorrect or incomplete in any material respect and promptly to provide Parent with the information needed to correct such inaccuracy or omission. The Company shall promptly furnish Purchaser with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Company and the Company Subsidiaries, to comply with all applicable legal requirements. (cd) The KH Partners Parent and WMI will the Company shall promptly furnish each other with copies of written communications received by WMI Parent or American Savings Bank the Company, as the case may be, or any of their respective subsidiaries 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 body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. ‌ (a) The parties hereto will cooperate with each other Parties shall, as promptly as practicable following the date of this Agreement, co-operate in the preparation and filing of any necessary documents, registrations, statements, petitions, filings and applications for any Regulatory Approvals and use all their commercially reasonable efforts to prepare obtain the Regulatory Approvals, and provide or submit all necessary documentationdocumentation and information that is required or reasonably considered by the Parties to be advisable in connection with obtaining the Regulatory Approvals. In addition, to effect all necessary filings and the Parties shall use commercially reasonable efforts to obtain all necessary any other third party consents, waivers, permits, consentsexemptions, approvals orders, approvals, agreements, amendments or confirmations that are reasonably deemed by either of the Parties to be necessary in connection with the Arrangement.‌ (b) The Party responsible under Applicable Law for obtaining a Regulatory Approval shall be the Party to make the filing to obtain such approval (or any remedy or change thereto) but will do so only once each Party hereto has reviewed any filing and authorizations has had the opportunity to provide comment on it and any statement in any application that creates an obligation on a Party must have the consent of all third parties that Party before it is included in the application. (c) Subject to any Applicable Law, the Parties shall cooperate with and governmental bodies necessary keep one another fully informed as to consummate the status of and the processes and Proceedings related to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Authority in respect of the Arrangement, this Agreement or the transactions contemplated hereby and respond as promptly as reasonably possible to any inquiries or requests received from a Governmental Authority in respect of any Regulatory Approval; and shall not make any submissions or filings, participate in any substantive meetings, conversations or correspondence with any Governmental Authority in respect of obtaining the Regulatory Approvals unless it consults with the Other Party in advance and, to the extent not precluded by this Agreement includingsuch Governmental Authority, without limitationgives the Other Party the opportunity to review drafts of any submissions, filings or correspondence (including responses to requests for information and inquiries from any Governmental Authority) and will provide the Other Party a reasonable opportunity to comment thereon and consider those comments in good faith, and shall provide each other with all information necessary to support the applications for the Regulatory Approvals, as reasonably required by the Party making the filing; and shall provide the Other Party and its outside counsel with final copies of all such material submissions, filings, correspondence, presentations, applications, plans and other material documents submitted to or filed with any Governmental Authority in respect of the Regulatory Approvals. (d) Each Party shall promptly notify the Other Party if at any time before the Effective Time it becomes aware that may be required from the SECCircular, an application for a Regulatory Approval or any other third party consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations necessary pursuant to Subsection 3.4(a) contains a misrepresentation, or of information that otherwise requires an amendment or supplement to the Circular, the FDICapplication for a Regulatory Approval or such other consent, the OTSwaiver, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information relating to the WM Entities permit, exemption, order, approval, agreement, amendment or the Keystone Entitiesconfirmation, as the case may be, and the Parties shall co-operate in the preparation of such amendment or supplement as required, including the distribution and filing of such amendment or supplement by the Parties. (e) Each Party will promptly inform the Other Party of any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing requests or comments made with or written material submitted to any governmental body by Securities Authorities in connection with the Circular. Each of the Parties will cooperate with the other and shall diligently do all such acts and things as may be reasonably necessary in the context of the preparation of the Circular and use its reasonable commercial efforts to resolve all requests or comments made by Securities Authorities with respect to the Circular and any other filings related to the Circular or the Arrangement and required under Applicable Laws as promptly as practicable after receipt thereof. (f) Notwithstanding anything in this Agreement to the contrary, if any objection is asserted with respect to the transactions contemplated by or related to this Agreement. (b) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselvesAgreement under any Applicable Law, their subsidiaries, directors, officers and stockholders and such other matters or if any Proceeding is instituted or threatened by any Governmental Authority challenging or which could lead to a challenge of any of the transactions contemplated by or related to this Agreement as may be necessary a violation of or advisable not in connection compliance with the WMI Proxy Statementrequirements of Applicable Law, the Purchaser Parties shall use their commercially reasonable efforts to resolve any such objection or Proceeding so as to allow the Effective Time to occur prior to the Outside Date; provided, however, that the Purchaser Parties shall determine in their sole discretion whether to propose, negotiate, effect or agree to, by consent decree, by consent agreement, hold separate Order or otherwise, the sale, transfer, divestiture, license or other disposition of any other statement assets or application made by businesses of any of the Purchaser Parties or on behalf of WMI or the KH Partners, STEP or any of their respective subsidiaries and shall not be obligated to take any action that prohibits or limits the freedom of action of any of the Purchaser Parties with respect to, or the ability of any of the Purchaser Parties to own, retain, control, operate or exercise full rights of ownership with respect to any governmental body in connection with of the Merger and the other transactionsbusinesses or assets of such Purchaser Parties, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank STEP or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitysubsidiaries.

Regulatory Matters. (a) The parties hereto will Parties shall reasonably cooperate with each other and use all their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Authorities that are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement includingas soon as reasonably possible, without limitationand to comply with the terms and conditions of all such permits, those that consents, approvals, and authorizations of all such third parties or Governmental Authorities; provided, however, any initial filings with Governmental Authorities in connection with the Merger shall be made by Parent and Citizens within thirty (30) calendar days after the date hereof. Each of Parent and Community shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be required from reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Community or any of their respective Subsidiaries to any Governmental Authority in connection with the SEC, Merger and the FDIC, the OTS, the Justice Department other transactions contemplated by this Agreement. Community and other regulatory authorities. KH Partners and WMI Parent shall each have the right to review reasonably in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws, all the non-confidential information relating to the WM Entities Community or the Keystone EntitiesParent (excluding any confidential financial information relating to individuals), as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which appears that appear in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental 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. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations (collectively the “Approvals”) of all third parties and Governmental Authorities necessary or advisable to consummate the 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 and the other transactions contemplated by this Agreement. (b) The KH Partners and WMI Notwithstanding the foregoing, nothing contained herein shall furnish each other with all reasonable information concerning themselvesbe deemed to require Parent or any of its Subsidiaries to take any action, their subsidiariesor commit to take any action, directorsor agree to any condition or restriction, officers and stockholders and such other matters as may be necessary or advisable in connection with obtaining the WMI Proxy Statementforegoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or any other statement restriction is to be taken or application made by implemented), to (i) have a Parent Material Adverse Effect or on behalf of WMI (ii) require Parent, Citizens or the KH PartnersSurviving Corporation to raise additional capital or accept any restrictions on its ability to operate its businesses, in each case, that would materially reduce the economic benefits of the transactions contemplated hereby to Parent and Citizens to such a degree that Parent and Citizens, in good faith after consultation with Community, would not have entered into this Agreement had such conditions, restrictions or requirements been known at the date hereof (any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactionsclauses (i) or (ii), applications or filings contemplated by this Agreementa “Materially Burdensome Regulatory Condition”). (c) The KH Partners From and WMI will promptly furnish after the date hereof until the earlier of the Effective Time or termination of this Agreement pursuant to Article 8, (i) the Parties shall use their respective commercially reasonable efforts to comply in all material respects with any commitments or obligations under any Regulatory Agreement or CRA Agreement, and shall exercise their commercially reasonable efforts to resolve any unresolved violation, criticism or exception thereunder; (ii) to the extent permitted by applicable Law, the Parties shall keep each other informed of the status and progress of its compliance with copies any such CRA-related commitments or obligations; (iii) each Party shall promptly provide the other Parties of written communications received by WMI or American Savings Bank or any of their respective subsidiaries fromnotice, or delivered other Knowledge of such Party, of any planned or threatened objection by any of the foregoing to, any governmental body in respect of community group to the transactions contemplated hereby hereby; and (iv) each Party shall cooperate with the other than Parties to address and resolve any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing protests as promptly as practicable, including by providing access to such information and employees of such communications would Party as another Party may reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityrequest.

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all reasonable efforts to promptly prepare and file all necessary documentation, to and effect all necessary applications, notices, petitions and filings and (including, to the extent necessary, any notification required by the HSR Act), to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement includingAgreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all such permits, without limitationconsents, those approvals and authorizations and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Purchaser, Purchaser II and Sellers shall use their reasonable commercial efforts to resolve any objections that may be required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right asserted by any Governmental Entity with respect to review reasonably in advance all information relating to the WM Entities this Agreement or the Keystone Entitiestransactions contemplated by this Agreement. Purchaser, Purchaser II and Sellers further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use reasonable commercial efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (b) Purchaser (on behalf of itself and Purchaser II) and Sellers shall, upon request, furnish each other with all information concerning themselves, their respective Subsidiaries, directors, officers, employees and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice, application or other document made by or on behalf of Purchaser, Purchaser II, Sellers or any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted Subsidiaries to any governmental body Governmental Entity in connection with the transactions contemplated by this Agreement. (bc) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or Purchaser (on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger itself and the other transactions, applications or filings contemplated by this Agreement. (cPurchaser II) The KH Partners and WMI will Sellers shall promptly furnish advise each other with copies of written communications received by WMI upon receiving any communication from any Governmental Entity whose consent or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby other than by this Agreement which causes such party to believe that there is a reasonable likelihood that any such written communications received consent or delivered in connection with approval will not be obtained or that the receipt of any proposed settlement of the Case where the furnishing of such communications would reasonably approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement includingAgreement, without limitationand to comply with the terms and conditions of all such permits, those that may consents, approvals and authorizations of all such Governmental Authorities. The Acquiror, on the one hand, and the Prices, AGC and GEI, on the other hand, shall be required from provided with the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right opportunity to review reasonably 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 the WM Entities AGC, GEI or the Keystone Transferred Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears appear in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and 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 herein. (b) The KH Partners Acquiror, on the one hand, and WMI shall the Prices, AGC, GEI and the Transferred Entities on the other hand, shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH PartnersAcquiror, AGC, GEI, the Transferred Entities or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Authority in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners Acquiror, on the one hand, and WMI will the Prices, AGC, GEI and the Transferred Entities on the other hand, shall promptly furnish advise each other with copies of written communications received by WMI upon receiving any communication from any Governmental Authority whose consent or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby other than by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) The parties hereto will cooperate with Subject to the terms and conditions of this Agreement, Parent and Buyer shall use their respective reasonable best efforts, and Seller shall cause each other of the Companies and the Companies' respective Subsidiaries to use all their reasonable efforts to prepare all necessary documentationbest efforts, to effect promptly take, or cause to be taken, all necessary filings actions, and do, or cause to obtain be done, all necessary permitsthings necessary, consents, approvals proper or advisable under this Agreement and authorizations of all third parties Applicable Laws and governmental bodies necessary regulations to consummate the transactions contemplated by this Agreement includingas soon as practicable after the date hereof, without limitationincluding (i) preparing as promptly as practicable all necessary applications, those notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, Permits, rulings, authorizations, clearances, and expirations or terminations of waiting periods necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the transactions contemplated by this Agreement (collectively, the “Required Approvals”), and (ii) promptly taking all actions as may be necessary to obtain all such Required Approvals; provided that, notwithstanding anything in this Agreement to the contrary, nothing contained herein shall be deemed to require 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 Required Approvals, that would reasonably be expected to have a Company Material Adverse Effect. In furtherance and not in limitation of the foregoing, and to the extent such action has not been previously taken prior to the date hereof, each such party hereto agrees (A) to make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within ten (10) Business Days of the date of this Agreement, (B) to make all other required filings pursuant to other Applicable Laws with respect to the transactions contemplated hereby as promptly as practicable and (C) not to extend any waiting period under the HSR Act or any other Regulatory Law, or enter into any agreement with the FTC, the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which shall not be unreasonably withheld, conditioned or delayed). Parent and Buyer shall, and Seller shall cause each of the Companies and the Companies' respective Subsidiaries to, supply as promptly as practicable any additional information or documentary material that may be required requested pursuant to the HSR Act or any other Applicable Law and use its best efforts to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Applicable Law as soon as possible. (b) Each of Parent and Buyer, on the one hand, and Seller and the Companies, on the other hand, shall, in connection with the actions referenced in Section 4.5(a) to obtain all Required Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Applicable Law, (i) cooperate in all respects with each other in connection with any communication, 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, and, in the case of written materials, furnish the other party and/or its counsel with copies of, any communication received by such party from, or given by such party to, the FTC, the DOJ or any other United States or other Governmental Authority 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 hereby; and (iii) permit the other party and/or its counsel to review in advance any submission, filing or communication (and documents submitted therewith) intended to be given by it to, and consult with each other in advance of any meeting or conference (including any telephonic conference) with, the FTC, the DOJ or any other Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other Governmental Authority or other Person, give the other party and its counsel the opportunity to attend and participate in any such meetings and conferences. Parent, Buyer and Seller may, as each deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 4.5(b) as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the SECsource of the materials (Parent, the FDICBuyer, the OTSSeller, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information relating to the WM Entities or the Keystone Entitiesapplicable Xxxxxxx Subsidiary, as the case may be) or its legal counsel. (c) Subject to the limitations set forth in Section 4.5(a), each of Parent and Buyer shall, and Seller shall cause the Companies to, take, or cause to be taken, all actions necessary 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 the Closing or delay the Closing beyond the Termination Date, including defending through litigation on the merits and through appeals any claim asserted in any court with respect to the transactions contemplated by this Agreement by the FTC, the DOJ or any other applicable Governmental Authority or any private party; and (ii) resolve such objections, if any, as the FTC, the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction or any other Person may assert under any Applicable Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Applicable Law so as to enable the Closing to occur as soon as possible (and in any event no later than the Termination Date), including, without limitation, (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such businesses, product lines or assets of Parent, Buyer, the Companies and their respective subsidiariesSubsidiaries and (y) otherwise taking or committing to take actions that after the Closing would limit Buyer's and/or its Subsidiaries' freedom of action with respect to, together with or its or their ability to operate and/or retain, one or more of the businesses, product lines or assets of Buyer, the Companies and/or their respective Subsidiaries, in each case as may be required in order to obtain the Required Approvals prior to the Termination Date, to effect the satisfaction of the conditions set forth in Article V of this Agreement prior to the Termination Date or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other information reasonably requested, which appears order in any filing made with suit or written material submitted proceeding, that would otherwise have the effect of preventing the Closing or delaying the Closing beyond the Termination Date; provided, however, that any such agreement or action by the Companies or their Subsidiaries taken pursuant to any governmental body in connection with this Section 4.5 is conditioned upon the consummation of the transactions contemplated by this Agreement. (b) The KH Partners and WMI ; provided, further, that in no event shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing toprovisions of this Section 4.5 require Seller to take any action that could limit, any governmental body in respect impede, impact or restrict the ability of the transactions contemplated hereby Seller to operate its businesses other than the HFS Business in any such written communications received manner whatsoever (including through a divestiture of all or delivered in connection with any proposed settlement of the Case where the furnishing portion of such communications businesses) or require Seller to take any action or incur any obligation that would reasonably be expected to jeopardize require the attorney-client privilege expenditure of KH Partners funds by Seller or any Keystone Entitythe Companies or their respective Subsidiaries.

Regulatory Matters. (a) Each of Purchaser and Seller shall, and shall cause its Subsidiaries to, take, or cause to be taken, all commercially reasonable actions necessary or advisable to (i) comply promptly with all legal requirements which may be imposed on such party or its relevant Subsidiaries with respect to the transactions contemplated hereby, including in connection with obtaining any third-party consent that may be required to be obtained in connection with the transactions contemplated by this Agreement, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries 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) 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 Seller or Purchaser, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement (it being understood and agreed that it shall be deemed commercially reasonable for Purchaser to take all action other than those that would not be required pursuant to the last sentence of this Section 6.1(a)) . The parties hereto will shall cooperate with each other and use all reasonable efforts to promptly prepare and file all necessary documentation, and to effect all necessary applications, notices, petitions and filings and (including, if required, notification under the HSR Act), to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department Agreement. Purchaser and other regulatory authorities. KH Partners and WMI Seller shall each have the right to review reasonably in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to confidentiality or the exchange of information, all the information relating to the WM Entities Seller, Company or the Keystone EntitiesPurchaser, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears appear in any filing made with with, or written material 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 hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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 of Purchaser and Seller shall take all commercially reasonable actions to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Purchaser to take to any governmental body action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Business, the Company or Purchaser (measured on a scale relative to the Business) following the Effective Time (a “Materially Burdensome Regulatory Condition”); provided that the parties agree that any actions required to be taken by or conditions or restrictions imposed on Purchaser in order to obtain such permits, consents, approvals or authorizations of any Governmental Entity or third party shall not be considered a Materially Burdensome Regulatory Condition to the extent such actions, conditions or restrictions relate to Purchaser’s compliance with the conditions in Section 3(d)(2) of the BHCA or in the Bank Merger Act relating to the nationwide deposit cap and to any applicable state deposit caps. (b) Purchaser and Seller shall, upon request, furnish each other with all information concerning Purchaser, Seller, 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 Purchaser, Seller, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. (bc) The KH Partners Purchaser and WMI Seller shall furnish promptly advise each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary upon receiving any communication from any Governmental Entity or advisable in connection with the WMI Proxy Statement, third party whose consent or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval or other than consent or approval will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (ai) The parties hereto will cooperate with each other Leucadia and Jefferies shall use all commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department Transactions. Jefferies and other regulatory authorities. KH Partners and WMI Leucadia shall each have the right to review reasonably consult the other, in advance all information each case subject to applicable laws relating to the WM Entities or the Keystone Entitiesexchange of information, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in respect to any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions and each party will keep the other apprised of the status of matters relating to completion of the Transactions. (bii) The KH Partners Leucadia and WMI shall Jefferies shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH PartnersLeucadia, Jxxxxxxxx or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings contemplated by this AgreementTransactions. (ciii) The KH Partners Leucadia and WMI will Jefferies shall promptly furnish each the other with copies of written communications received by WMI them or American Savings Bank or any of their respective subsidiaries Subsidiaries from, or delivered by any of the foregoing to, any governmental body Governmental Entity in respect of the transactions contemplated hereby Transactions (other than in respect of information filed or otherwise submitted confidentially to any such written communications received Governmental Entity). (iv) Leucadia and Jefferies shall, and shall cause their Subsidiaries to, use commercially reasonable efforts (i) to take, or delivered cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on them or their Subsidiaries with respect to the Transactions and, subject to the conditions set forth in Article V hereof, to consummate the Transactions and (ii) subject to the conditions set forth in Article V hereof, to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Jefferies or Leucadia or any of their respective Subsidiaries in connection with any proposed settlement of the Case where Transactions, and to comply with the furnishing terms and conditions of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners consent, authorization, order or any Keystone Entityapproval.

Regulatory Matters. (a) Each of Parent, Crescent Bank and VantageSouth shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary and proper to comply promptly with all legal requirements which may be imposed on such Party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with VantageSouth 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) 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 VantageSouth, Parent or Crescent Bank, respectively, or any of their respective Subsidiaries, in connection with the transactions contemplated by this Agreement. The parties hereto will shall cooperate with each other and use all reasonable efforts to promptly prepare and file all necessary documentation, and to effect all necessary applications, notices, petitions and filings and (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement includingAgreement. Parent, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department Crescent Bank and other regulatory authorities. KH Partners and WMI VantageSouth shall each have the right to review reasonably in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the WM Entities VantageSouth, Parent or the Keystone EntitiesCrescent Bank, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears appear in any filing made with with, or written material 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 hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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 of Parent, Crescent Bank and VantageSouth shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement, or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent or Crescent Bank to take to any governmental body action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a Material Adverse Effect on Crescent Bank following the Closing (a “Burdensome Regulatory Condition”). (b) Parent, Crescent Bank and VantageSouth shall, upon request, furnish each other with all information concerning Parent, Crescent Bank, VantageSouth 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, Crescent Bank, VantageSouth or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. (bc) The KH Partners Parent, Crescent Bank and WMI VantageSouth shall furnish promptly advise each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary upon receiving any communication from any Governmental Entity or advisable in connection with the WMI Proxy Statement, third party whose consent or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby by this Agreement which causes such Party to believe that there is a reasonable likelihood that any Regulatory Approval or other than consent or approval will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) The parties hereto will Parties shall cooperate with each other and use all their respective reasonable best efforts to promptly prepare and file all necessary documentationdocumentation (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 necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permitsPermits, consents, approvals approvals, clearances and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement including(including the Mergers), without limitationto use reasonable best efforts to cause the expiration or termination of any applicable waiting periods, those or receipt of required authorizations, as applicable, under the HSR Act and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters, to supply as promptly as practicable any additional information and documentary material that may be required from requested pursuant to the SECHSR 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, the FDICconsents, the OTSapprovals, the Justice Department clearances and other regulatory authoritiesauthorizations of all such Governmental Entities. KH Partners Each of SuperMedia and WMI Dex shall each have the right to review reasonably 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 the WM Entities SuperMedia or the Keystone EntitiesDex, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears appear in any filing made with with, or written material materials submitted to to, any governmental body 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) The KH Partners Each of Dex and WMI shall SuperMedia shall, upon request, furnish each to the other with all reasonable information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH PartnersDex, SuperMedia or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger Mergers and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners Each of Dex, the Merger Subs and WMI will SuperMedia shall promptly furnish each other with copies advise the others upon receiving any communication from any Governmental Entity the consent or approval of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect which is required for consummation of the transactions contemplated hereby other than 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 written communications received or delivered approval may be materially delayed, and, to the extent permitted by applicable Law, shall promptly (and in connection any event within 24 hours) provide the Other Party with any proposed settlement of the Case where the furnishing a copy of such communications would reasonably be expected to jeopardize the attorney-client privilege communication. Table of KH Partners or any Keystone Entity.Contents

Regulatory Matters. (a) The Company shall promptly prepare and file with the FDIC the Proxy Statement consistent with the representation contained in Section 4.13 and the Company shall thereafter mail the Proxy Statement to its stockholders. (b) The parties hereto will shall cooperate with each other and each shall use all its reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary Governmental Entities which are neces- sary or advisable to consummate the transactions contemplated by this Agreement including, (including without limitation, those that may be required from limitation the SEC, the FDIC, the OTS, the Justice Department Merger). The Company and other regulatory authorities. KH Partners and WMI Buyer shall each have the right to review reasonably 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 the WM Entities Company or the Keystone EntitiesBuyer, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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. (bc) The KH Partners Buyer and WMI shall the Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, Statement or any other statement statement, filing, notice or application made by or on behalf of WMI or Buyer, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners Buyer and WMI will the Company shall promptly furnish each other with copies of written communications received by WMI Buyer or American Savings Bank the Company, as the case may be, or any of their respective subsidiaries 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 body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) Buyer, Parent and the Company shall promptly prepare and file with the SEC the Form F-4, in which the Proxy Statement will be included as a prospectus. Each of Buyer, Parent and the Company shall use its commercially reasonable efforts to have the Form F-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 to its stockholders. Each of Parent and Buyer 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 hereto will shall cooperate with each other and use all their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement including(including the Merger), without limitationand to comply with the terms and conditions of all such permits, those that may be required from the SECconsents, the FDICapprovals and authorizations of all such third parties or Governmental Entities. The Company, the OTS, the Justice Department Parent and other regulatory authorities. KH Partners and WMI Buyer shall each have the right to review reasonably in advance advance, and, to the extent practicable, each will consult the others on, in each case subject to this Agreement and to applicable laws relating to the confidentiality of information, all the information relating to the WM Entities Company, Parent or the Keystone EntitiesBuyer, as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which that appears in any filing made with with, or written material materials submitted to to, any governmental body 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. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions 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. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Buyer or Parent to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to the Company) on either Buyer, Parent or the Company (a “Materially Burdensome Regulatory Condition”). (bc) The KH Partners Each of Buyer, Parent and WMI shall the Company shall, upon request, furnish each to the other with parties all reasonable information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, the Form F-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or Buyer, Parent, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners Each of Buyer, Parent and WMI will the Company shall promptly furnish each advise the other with copies parties upon receiving any communication from any Governmental Entity the consent or approval of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect which is required for consummation of the transactions contemplated hereby other than by this Agreement that causes such party to believe that there is a reasonable likelihood that any Buyer Requisite Regulatory Approval or Company Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval may be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) Parent and the Company shall promptly prepare and file with the SEC the Joint Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of the Company and Parent 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 and Parent shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. Parent 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 Plan, and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto will shall cooperate with each other and use all reasonable their best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement Plan (including, without limitation, those that may be required from the SECMerger), and to comply with the FDICterms and conditions of all such permits, the OTSconsents, the Justice Department approvals and other regulatory authoritiesauthorizations of all such Governmental Entities. KH Partners The Company and WMI Parent shall each have the right to review reasonably 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 the WM Entities Parent or the Keystone EntitiesCompany, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears appear in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Plan and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (bc) The KH Partners Company and WMI shall Parent shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Joint Proxy Statement, the S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or the KH PartnersCompany, Parent or any of their respective subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this AgreementPlan. (cd) The KH Partners Company and WMI will Parent shall promptly furnish advise each other with copies of written communications received by WMI upon receiving any communication from any Governmental Entity whose consent or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby other than by this Plan which causes such party to believe that there is a reasonable likelihood that any regulatory approval will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file, at the Buyer’s expense, all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement including, without limitation, those that may be required from Agreement. The Company and the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI Buyer shall each have the right to review reasonably 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 the WM Entities Company, on the one hand, or the Keystone EntitiesBuyer, as on the case may beother hand, and any of their respective subsidiaries, together with any other information reasonably requestedAffiliates, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other promptly apprised of the status of matters relating to completion of the transactions contemplated herein. (b) The KH Partners Buyer and WMI shall the Company shall, upon request, promptly furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH PartnersBuyer, the Company or any of their respective subsidiaries Affiliates to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners Buyer and WMI will the Company shall promptly furnish each other with copies of written communications received by WMI the Buyer or American Savings Bank the Company, as the case may be, or any of their respective subsidiaries Subsidiaries or Affiliates from, or delivered by any of the foregoing to, any governmental body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authoritiesMerger). KH Partners and WMI The parties hereto shall each have the right to review reasonably 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 information relating to the WM Entities or the Keystone Entitiessuch parties, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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. (b) The KH Partners and WMI shall Each party shall, upon request, furnish each other party with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners and WMI will Each party shall promptly furnish each other with copies of written communications received by WMI or American Savings Bank such party or any of their respective subsidiaries Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any governmental body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) The parties hereto will shall, and shall each cause their applicable Subsidiaries to, cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including(including the Merger), without limitationand to comply with the terms and conditions of all such permits, those consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) days after the date of this Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals and supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant thereto. 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. 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 from to obtain the SEC, Requisite Regulatory Approvals). Parent and the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI Company shall each have the right to review reasonably 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 the WM Entities Company or the Keystone EntitiesParent, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information or confidential supervisory information filed under a claim of confidentiality. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, except to the extent such meetings and conferences relate to competitively sensitive business or other proprietary information or confidential supervisory information. The parties may, as they deem advisable and necessary, designate any competitively sensitive business or other proprietary or confidential information provided to the other under this Section 7.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient party and will not be disclosed by such outside counsel to employees, officers, or directors of the receiving party unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel. The parties acknowledge and agree that no provision of this Section 7.1 shall be deemed to require any party to provide confidential supervisory information to any other party. (b) In furtherance and not in limitation of the foregoing, each of the parties shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding the foregoing or the provisions of paragraph (a) above, nothing contained in this Agreement shall be deemed to require Parent, the Company or the Stockholder (or permit the Company or the Stockholder, without Parent’s written consent) to take any action, or commit to take any action, or agree to any condition or restriction (including any new obligation, commitment or undertaking to implement or complete remedial or other compliance actions relating to the Company, the Company Bank or their businesses or operations) that would reasonably be expected to have a Material Adverse Effect (disregarding clause (E) of the definition thereof) on Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger and assuming Parent also acquires the Company Bank as a result of the Merger (a “Materially Burdensome Regulatory Condition”). (c) The KH Partners and WMI shall parties shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH Partners, any party or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactionstransactions contemplated by this Agreement, applications other than information containing competitively sensitive business or filings other proprietary information or confidential supervisory information or that is not permitted to be disclosed under applicable Law. (d) To the extent permitted by applicable Law, each of the parties shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, clearances, consents, orders or approvals from (i) FINRA, (ii) pursuant to the HSR Act, and (iii) any other regulatory authority whose consent is required under applicable Law for the consummation of the transactions contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity.

Regulatory Matters. (a) As promptly as practicable following the execution and delivery of this Agreement, HRB and SFC shall cause to be prepared and filed all required applications and filings with the Regulatory Authorities which are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. Such applications and filings shall be in such form as may be prescribed by the respective government agencies and shall contain such information as they may require. The parties hereto will cooperate with each other and use all reasonable their best efforts to prepare and execute all necessary documentation, to effect all necessary or contemplated filings and to obtain all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and governmental bodies which are necessary or contemplated to consummate the transactions contemplated by this Agreement Agreement, including, without limitation, those that may be required or contemplated from the SECRegulatory Authorities, and the FDIC, shareholders of SFC and HRB. Each of the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI parties shall each have the right to review reasonably and approve in advance all information relating to the WM Entities or the Keystone Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedadvance, which appears in approval shall not be unreasonably withheld, any filing made with with, or written material submitted to to, any governmental body government agencies in connection with the transactions contemplated by this Agreement. (b) The KH Partners and WMI shall Each party hereto will furnish each the other party with all reasonable information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers trustees, officers, shareholders and stockholders depositors, as applicable, and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries such party to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI . Upon request, the parties hereto will promptly furnish each other with copies of written communications received by WMI them or American Savings Bank or any of their respective subsidiaries Subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) Parent and the Company shall promptly prepare the Proxy Statement, and Parent 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 Parent and the 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 the Company shall promptly thereafter mail or deliver the Proxy Statement to the 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 Shareholders as may be reasonably requested in connection with any such action. (b) The parties hereto will shall cooperate with each other and use all their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Authorities that are necessary or advisable to consummate the transactions contemplated by this Agreement including(including the Merger), without limitationand to comply with the terms and conditions of all such permits, those that may be required from the SECconsents, the FDIC, the OTS, the Justice Department approvals and other regulatory authoritiesauthorizations of all such third parties or Governmental Authorities. KH Partners The Company and WMI Parent shall each have the right to review reasonably in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws, all the information relating to the WM Entities Company or the Keystone EntitiesParent, as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which appears that appear in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental 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. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and 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. Each party shall consult with the other in advance of any meeting or conference with any Governmental Authority and to the extent permitted by such Governmental Authority, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Parent or any its Affiliates to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Parent, the Surviving Entity or any of their respective Affiliates, (ii) take or commit to take any other actions in connection with obtaining such permits, consents, approvals and authorizations, or agree to or suffer any condition or restriction on Parent, the Surviving Entity or any of their respective Affiliates in connection therewith, that would or could reasonably be expected to have a Parent Material Adverse Effect or materially and adversely impact the economic or business benefits to Parent of the transactions contemplated by this Agreement; or (iii) agree to any material modification or waiver of the terms and conditions of this Agreement. (bc) The KH Partners Each of Parent and WMI shall the Company shall, upon request, furnish each to the other with all reasonable information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, the Form S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or Parent, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Authority in connection with the Merger and the other transactions, applications or filings 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 and any amendment or supplement thereto will, at the date of mailing to the Shareholders and at the time of the 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 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 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) The KH Partners Each of Parent and WMI will the Company shall promptly furnish each advise the other with copies upon receiving any communication from any Governmental Authority the consent or approval of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect which is required for consummation of the transactions contemplated hereby other than by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval may be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) The parties hereto will cooperate with each other Purchasers and the Company shall use all commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement includingTransactions, without limitation, those that may be required from including the SEC, the FDIC, the OTS, the Justice Department confirmations described in Section 7.01(c). The Company and other regulatory authorities. KH Partners and WMI Purchasers shall each have the right to review reasonably consult the other, in advance all information each case subject to applicable laws relating to the WM Entities or the Keystone Entitiesexchange of information, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in respect to any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions and each party will keep the other apprised of the status of matters relating to completion of the Transactions. (b) The KH Partners Purchasers and WMI shall the Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or Purchasers, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings contemplated by this AgreementTransactions. (c) The KH Partners Subject to Section 6.10(d), Purchasers and WMI will the Company shall, and shall cause their Subsidiaries to, use commercially reasonable efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly furnish each with all legal requirements that may be imposed on them or their Subsidiaries with respect to the Transactions and to consummate the Transactions and (ii) to obtain (and to cooperate with the other with copies of written communications received party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by WMI the Company or American Savings Bank Purchasers or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered Subsidiaries in connection with the Transactions, and to comply with the terms and conditions of such consent, authorization, order or approval. (d) Notwithstanding anything in this Agreement, including, without limitation, the provisions of Section 6.10(a), in no event will Purchasers or their Affiliates be obligated to: (i) without limiting clause (ii) below, propose or accept any proposed settlement divestiture of any of Purchasers’ or any of their Affiliate’s assets, accept any operational restriction on Purchasers’ or any of their Affiliate’s business, or agree to take any action that limits Purchasers’ or their Affiliate’s commercial practices in any way to obtain any consent, acceptance or approval of any Governmental Entity to consummate the Transactions or the confirmations described in Section 7.01(c); or, (ii) propose or agree to accept any term or condition or otherwise modify the terms of this Agreement or the Ancillary Documents, including for the avoidance of doubt the terms or the amount of the Case where Purchased Securities to be delivered by the furnishing Company under this Agreement, to obtain any consent, acceptance, approval of any Governmental Entity to the consummation of the Transactions or the confirmations described in Section 7.01(c) if such communications term, condition, modification or confirmation would reasonably be expected (A) materially adversely affect (with respect to jeopardize Purchasers or their Affiliates) any term of the attorneyTransactions, (B) adversely affect (with respect to Purchasers or their Affiliates) any financial term of the Transactions or (C) impose any limitations on arm’s-client privilege of KH Partners or any Keystone Entitylength transactions between the Company and its Subsidiaries, on the one hand, and Purchasers and their Affiliates, on the other hand.

Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, 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 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 hereto will shall cooperate with each other and use all reasonable efforts to prepare and file as promptly as practicable after the date hereof, but in any event within 45 days after the date of this Agreement, all necessary documentation, to and effect all necessary applications, notices, petitions and filings and to obtain as promptly as practicable all necessary actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement includingAgreement, without limitationincluding the Regulatory Approvals; provided, those however, in no event shall either party be obligated to provide to the other party any confidential portions of such documentation prepared to effect any applications, notices, petitions or filings with respect to any Regulatory Approval. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right asserted by any Governmental Entity with respect to review reasonably in advance all information relating to the WM Entities this Agreement or the Keystone Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this Agreement. (b) The KH Partners Subject to applicable Laws relating to the exchange of information, Parent and WMI shall Company shall, upon request, furnish each other with all reasonable information concerning themselvesParent, Company and their subsidiariesrespective Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH PartnersParent, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, 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 hereto shall act reasonably and as promptly as practicable. (c) The KH Partners Subject to applicable Law (including applicable Laws relating to the exchange of information), Company and WMI will Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Law: (i) each of Parent and Company shall promptly furnish each the other with copies of written the non-confidential portions of notices or other communications received by WMI it or American Savings Company Bank (or written summaries of communications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement; and (ii) each of their respective subsidiaries fromParent and Company shall provide the other a reasonable opportunity to review in advance any proposed non-confidential written communication to, including any filings with, any Governmental Entity, in each case subject to applicable Laws relating to the exchange of information. Any such disclosures may be made on an outside counsel-only basis to the extent required under applicable Law. (d) Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require any party hereto to take any action, or delivered by commit to take any of action, or agree to any condition or restriction, in connection with obtaining any Regulatory Approval that would: (i) reasonably be expected to be materially burdensome on, or impair in any material respect the foregoing to, any governmental body in respect benefits of the transactions contemplated hereby by this Agreement to Parent or Company; (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; (iii) require any Person other than Parent to guaranty, support or maintain the capital of Parent Bank or the Surviving Corporation, as applicable, after the Closing Date; (iv) cause any such written communications received Person other than the Surviving Corporation to be deemed to control Parent Bank or delivered in connection with Company Bank after the Closing Date; or (v) require any proposed settlement contribution of capital to Company, Company Bank or Parent Bank at the Closing (any of the Case where foregoing, a “Burdensome Condition”); provided, however, that the furnishing following shall not be deemed to be included in the preceding list and shall not be deemed a “Burdensome Condition”: any restraint, limitation, term, requirement, provision or condition that applies generally to financial holding companies and banks as provided by applicable Law or written and publicly available supervisory guidance of such communications would reasonably be expected to jeopardize general applicability, in each case, as in effect on the attorney-client privilege of KH Partners or any Keystone Entitydate hereof.

Regulatory Matters. Without limiting the generality of the foregoing: (ai) The parties hereto will cooperate with Parent shall and, shall cause its Subsidiaries and Affiliates to, promptly take any and all steps necessary to avoid, eliminate or resolve each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings every impediment and to obtain all necessary permitsclearances, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those waivers under Antitrust Laws that may be required from by any Governmental Entity, so as to enable the SECparties to cause the Offer Closing or Merger Closing, as applicable, to occur as soon as practicable (and in any event no later than three (3) Business Days prior to the Outside Date), including (A) proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting), by order, consent decree, hold separate order, trust, or otherwise, the FDICsale, divestiture, license, disposition or hold separate of such assets or businesses of Parent, the OTSCompany or the Surviving Corporation, or their respective Subsidiaries or Affiliates, or otherwise offering to take or offering to commit to take any action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of Parent, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have Company or the right to review reasonably in advance all information relating Surviving Corporation, or their respective Subsidiaries or Affiliates) to the WM Entities extent legally permissible, and if the offer is accepted, taking or committing to take such action; (B) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of Parent, the Company or the Keystone EntitiesSurviving Corporation, as or their respective Subsidiaries or Affiliates; (C) creating any relationships, ventures, contractual rights, obligations or other arrangements of Parent, the case may beCompany or the Surviving Corporation, or their respective Subsidiaries or Affiliates, and any (D) entering or offering to enter into agreements and stipulating to the entry of their respective subsidiaries, together an order or decree or filing appropriate applications with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body Governmental Entity in connection with any of the actions contemplated by the foregoing clauses (A) through (C) (provided that the Company shall not be obligated to take any such action unless the taking of such action is conditioned upon the consummation of the Offer, the Merger and the other transactions contemplated hereby), in each case, as may be necessary, required or advisable in order to obtain clearance under the HSR Act or other Antitrust Laws, to avoid the entry of, or to effect the dissolution of or to vacate or lift, any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that would otherwise have the effect of restraining, preventing or delaying the consummation of the Offer, the Merger or the other transactions contemplated hereby, or to avoid the commencement of any action or proceeding that seeks to prohibit the Offer, the Merger or any other transaction contemplated by this Agreement. (bii) The KH Partners and WMI shall furnish each If any objections are asserted with respect to the Offer, the Merger or the other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, transactions contemplated hereby under Antitrust Laws or any other statement Law relating to regulatory matters or application made if any action or proceeding, whether judicial or administrative, is instituted by any Governmental Entity or on behalf of WMI or any private party challenging the KH PartnersOffer, the Merger or any of their respective subsidiaries the other transactions contemplated hereby as violative of Antitrust Laws or any other Law relating to regulatory matters, each of the parties hereto shall cooperate with one another and use its best efforts to: (A) oppose or defend against any governmental body in connection with action to prevent or enjoin consummation of the Offer, the Merger and the other transactionstransactions contemplated hereby and/or (B) take such action as necessary to overturn any action by any Government Entity or private party to block consummation of the Offer, applications the Merger and any of the other transactions contemplated hereby, including by defending any action or filings proceeding brought by any Governmental Entity or private party in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Offer, the Merger or the other transactions contemplated hereby, or in order to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Laws so as to permit consummation of the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity.

Regulatory Matters. (a) The parties hereto will From the date hereof through the Closing Date, VA and BB shall cooperate with each other and use all their respective commercially reasonable efforts promptly to prepare and file all necessary documentationdocumentation with, to effect all necessary filings and to obtain as promptly as practicable all necessary permitsLicenses and Permits of, consents, approvals and authorizations of all third parties and governmental bodies Governmental or Regulatory Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement includingAgreement, without limitation, those that may be required from including any filings under the SEC, the FDIC, the OTS, the Justice Department HSR Act. VA and other regulatory authorities. KH Partners and WMI BB shall each have the right to review reasonably in advance advance, and shall consult with the other on, in each case subject to any laws relating to the exchange of information, all the information relating to the WM Entities or the Keystone Entitieseach other and any of their respective Subsidiaries, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedAffiliates, which appears appear in any filing made with with, or written materials submitted to, any third party or any Governmental or Regulatory Authority in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all Licenses and Permits of all third parties and Governmental or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party shall keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The party responsible for any such filing shall promptly deliver to the other party evidence of the filing of all applications, filings, registrations and notifications relating thereto, and the filing of any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each material submitted notice, order, opinion and other item of correspondence received by such filing party from any Governmental or Regulatory Authority in respect of any such application. In exercising the foregoing rights and obligations, VA and BB shall act reasonably and as promptly as practicable. (b) From the date hereof through the Closing Date, VA and BB shall, upon request, furnish each other with all information concerning themselves and their 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 VA or BB, as the case may be, or any of its respective Affiliates, to any governmental body Governmental or Regulatory Authority in connection with the transactions contemplated by this Agreement. (bc) The KH Partners From the date hereof through the Closing Date, VA and WMI BB shall furnish promptly advise each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary upon receiving any communication from any Governmental or advisable in connection with Regulatory Authority whose consent or approval is required for consummation of the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners and WMI , which causes such party to believe that there is a reasonable likelihood that the requisite consent or approval will promptly furnish each other with copies of written communications received by WMI not be obtained or American Savings Bank or any of their respective subsidiaries from, or delivered by any of that the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing receipt of such communications would reasonably consent or approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) Parent and Subject Company shall promptly prepare and file with the SEC the Joint Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and Subject Company shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Subject Company shall thereafter mail the Joint Proxy Statement to their respective stockholders. Parent 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 Subject Company shall furnish all information concerning Subject Company and the holders of Subject Company Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto will shall cooperate with each other and use all reasonable their best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including(including without limitation the Merger), without limitationand to comply with the terms and conditions of all such permits, those that may be required from the SECconsents, the FDIC, the OTS, the Justice Department approvals and other regulatory authoritiesauthorizations of all such Governmental Entities. KH Partners Parent and WMI Subject Company shall each have the right to review reasonably 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 the WM Entities Subject Company or the Keystone EntitiesParent, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears appear in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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. (bc) The KH Partners Parent and WMI shall Subject Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Joint Proxy Statement, the S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or the KH PartnersParent, Subject Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners Parent and WMI will Subject Company shall promptly furnish advise each other with copies of written communications received by WMI upon receiving any communication from any Governmental Entity whose consent or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby other than by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its respective Subsidiaries to, 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 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 hereto will shall cooperate with each other and use all reasonable efforts to prepare and file, as promptly as practicable after the date hereof, but in any event within 45 days after the date of this Agreement, all necessary documentation, to and effect all necessary applications, notices, petitions and filings and to obtain as promptly as practicable all necessary actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement includingAgreement, without limitation, those that may be required from including the SEC, Regulatory Approvals. Each of Parent and the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each Company will have the right to review reasonably in advance all information advance, and to the extent practicable each will consult with the other, in each case subject to applicable Law relating to the WM Entities or the Keystone Entitiesexchange of information, as the case may bewith respect to all public, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or non-confidential substantive written material applications submitted to any governmental body Governmental Authority in connection with the Regulatory Approvals; provided, however, in no event shall either party be obligated to provide to the other party any confidential portions of such documentation prepared to effect any applications, notices, petitions or filings with respect to any Regulatory Approval. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. (b) The KH Partners Subject to applicable Laws relating to the exchange of information, Parent and WMI shall Company shall, upon request, furnish each other with all reasonable information concerning themselvesParent, Company and their subsidiariesrespective Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH PartnersParent, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, 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 hereto shall act reasonably and as promptly as practicable. (c) The KH Partners Subject to applicable Law (including applicable Laws relating to the exchange of information), Company and WMI will Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Law: (i) each of Parent and Company shall promptly furnish each the other with copies of written the non-confidential portions of notices or other communications received by WMI or American Savings Bank it or any of their its respective subsidiaries fromSubsidiaries (or written summaries of communications received orally), from any third party 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 any proposed non-confidential written communication to, including any filings with, any Governmental Entity, in each case subject to applicable Laws relating to the exchange of information. Any such disclosures may be made on an outside counsel-only basis to the extent required under applicable Law. (d) Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require any party hereto to take any action, or delivered by commit to take any of action, or agree to any condition or restriction, in connection with obtaining any Regulatory Approval that would: (i) reasonably be expected to be materially burdensome on, or impair in any material respect the foregoing to, any governmental body in respect benefits of the transactions contemplated hereby by this Agreement to Parent or Company; (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; (iii) require any Person other than Parent to guaranty, support or maintain the capital of Parent Bank or the Surviving Corporation, as applicable, after the Closing Date; (iv) cause any such written communications received Person other than the Surviving Corporation to be deemed to control Parent Bank or delivered in connection with either Company Bank after the Closing Date; or (v) require any proposed settlement contribution of capital to Company, either Company Bank or Parent Bank at the Closing (any of the Case where foregoing, a “Burdensome Condition”); provided, however, that the furnishing following shall not be deemed to be included in the preceding list and shall not be deemed a “Burdensome Condition”: any restraint, limitation, term, requirement, provision or condition that applies generally to bank holding companies and banks as provided by applicable Law or written and publicly available supervisory guidance of such communications would reasonably be expected to jeopardize general applicability, in each case, as in effect on the attorney-client privilege of KH Partners or any Keystone Entitydate hereof.

Regulatory Matters. (a) Purchaser shall promptly prepare and file with the SEC, and Company shall cooperate in the preparation of, 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 hereto will shall cooperate with each other and use all their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement including(including the Merger and the Bank Merger), without limitationand to comply with the terms and conditions of all such permits, those that may be required from the SECconsents, the FDIC, the OTS, the Justice Department approvals and other regulatory authoritiesauthorizations of all such third parties or Governmental Entities. KH Partners Company and WMI Purchaser shall each have the right to review reasonably in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws, all the information relating to the WM Entities Company or the Keystone EntitiesPurchaser, as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which appears that appear in any filing made with with, or written material materials submitted to to, any governmental body 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. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a material adverse effect (measured on a scale relative to Company) on Purchaser or Company. (bc) The KH Partners Each of Purchaser and WMI shall Company shall, upon request, furnish each to the other with all reasonable information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, the Form S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or the KH PartnersPurchaser, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger, the Bank Merger and the other transactions, applications or filings 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 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) The KH Partners Each of Purchaser and WMI will Company shall promptly furnish each advise the other with copies upon receiving any communication from any Governmental Entity the consent or approval of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect which is required for consummation of the transactions contemplated hereby other than by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval may be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) Promptly after (and, in any event, within forty-five (45) days of) the date of this Agreement, Company shall prepare and file with the SEC the Proxy Statement. Company shall provide Parent with a reasonable period of time to review the Proxy Statement and any amendments thereto prior to filing and shall reasonably consider any comments from Parent. Company shall use its reasonable best efforts to clear for mailing the preliminary Proxy Statement and, subject to the immediately preceding sentence, Company shall promptly file and distribute to the shareholders of Company any supplement or amendment to the Proxy Statement that Company has reasonably determined, after consultation with outside counsel, is required by applicable law. (b) The parties hereto will shall, and shall cause their respective Subsidiaries to, cooperate with each other and use all their reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, (ii) promptly prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, registrations and any other filings set forth on Annex A (the “Requisite Regulatory Approvals”), and to obtain make such filings within thirty (30) days of the date of this Agreement (subject to the timely receipt by Parent of all necessary information from Company and Company Subsidiaries as Parent may reasonably request for the preparation of such filings), (iii) promptly prepare all documentation (including in response to information requests from Regulatory Agencies and Governmental Entities), and make all filings, (iv) obtain as promptly as practicable all permits, consents, approvals, waivers and any other authorizations of all third parties, Regulatory Agencies and Governmental Entities (and the expiration or termination of all statutory waiting periods in respect thereof) in each case which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers) as timely as possible, and (v) comply with the terms and conditions of all such permits, consents, approvals and authorizations of all third parties such Regulatory Agencies and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department Governmental Entities. Parent and other regulatory authorities. KH Partners and WMI Company shall each have the right to review reasonably 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 the WM Entities Company or the Keystone EntitiesParent, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Regulatory Agency or Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to obtaining all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated in this Agreement, and each party shall consult with the other in advance of any meeting or conference with any Regulatory Agency or Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Regulatory Agency or Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; provided, that each party shall promptly advise the other party with respect to substantive matters that are addressed in any meeting or conference with any Regulatory Agency or Governmental Entity in connection with or affecting the transactions contemplated by this Agreement which the other party does not attend or participate in, to the extent permitted by such Regulatory Agency or Governmental Entity and subject to applicable law and Section 9.14. (bc) The KH Partners In furtherance and WMI not in limitation of the foregoing, each party shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent, Holdco, Company or their respective Subsidiaries (and Company and its Subsidiaries shall not be permitted without the prior written consent of Parent) to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities and Regulatory Agencies that would have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (measured on a pro forma basis after giving effect to the transactions contemplated hereby, including the Merger and the Bank Merger) (a “Materially Burdensome Regulatory Condition”). (d) Parent, Holdco and Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Requisite Regulatory Approvals, the Proxy Statement, Statement or any other statement statement, filing, notice or application made by or on behalf of WMI or the KH PartnersParent, Holdco and Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger, the Bank Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (ce) The KH Partners Parent, Holdco and WMI will Company shall promptly furnish advise each other with copies of written communications received by WMI upon receiving any communication from any Governmental Entity whose consent or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby other than by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained, or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) The parties hereto will Parties shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file, within thirty (30) days after the date of this Agreement or as soon thereafter as is reasonably practicable, all necessary documentation, to effect all necessary filings and documentation to obtain all necessary Requisite Regulatory Approvals and all permits, consents, approvals approvals, and authorizations of all any other third parties and governmental bodies that are necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department Agreement. Buyer and other regulatory authorities. KH Partners and WMI Seller shall each have the right to review reasonably in advance all information advance, and to the extent practicable each will consult with the other on (in each case subject to applicable laws relating to the WM Entities or exchange of information), all the Keystone Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material materials submitted to any governmental body 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. Notwithstanding the foregoing, Buyer shall be primarily responsible for and shall bear all expenses in connection with preparing and filing all applications for the Requisite Regulatory Approvals. (b) The KH Partners Buyer and WMI shall Seller shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesrespective Subsidiaries, directors, officers and stockholders officers, the shareholders of Seller, and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice, or application made by or on behalf of WMI or the KH PartnersBuyer, Buyer Bank, Seller, or any of their respective subsidiaries Seller Bank to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreementhereby. (c) The KH Partners Buyer and WMI will Seller shall promptly furnish each other with copies of written communications received by WMI Buyer or American Savings Bank Seller, as the case may be, or any of their respective subsidiaries Subsidiaries from, or delivered by by, any of the foregoing to, to any governmental body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) PFI, with the cooperation of Buyer, shall promptly prepare and file with the SEC the Proxy Statement within Sixty (60) days of the date hereof. Each of PFI and Buyer shall use its reasonable best efforts to respond to any comments of the staff of the SEC as promptly as practicable after such filing, and PFI shall thereafter mail the Proxy Statement to its stockholders. (b) The parties hereto will shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, (including without limitation, those that may be required from limitation the SEC, the FDIC, the OTS, the Justice Department Merger). PFI and other regulatory authorities. KH Partners and WMI Buyer shall each have the right to review reasonably 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 the WM Entities PFI or the Keystone EntitiesBuyer, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedBuyer’s Subsidiaries, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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. (bc) The KH Partners Buyer and WMI shall PFI shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, Statement or any other statement statement, filing, notice or application made by or on behalf of WMI Buyer, PFI or the KH Partners, or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners Buyer and WMI will PFI shall promptly furnish each other with copies of written communications received by WMI Buyer or American Savings Bank PFI, 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 hereof) from, or delivered by any of the foregoing to, any governmental body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) The parties hereto will shall cooperate with each other and use all their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement including(including the Merger), without limitationand to comply with the terms and conditions of all such permits, those that may consents, approvals and authorizations of all such third parties and Governmental Entities. (b) In furtherance and not in limitation of the foregoing, each of the Company and Parent shall (i) make or cause to be made the filings required of such party under the HSR Act with respect to the Merger as promptly as practicable after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the SECFederal Trade Commission, the FDIC, Antitrust Division of the OTS, U.S. Department of Justice (the Justice Department “Antitrust Division”) or by any other Governmental Entity in respect of such filings or the Merger and (iii) act in good faith and reasonably cooperate with the other regulatory authoritiesparty in connection with any such filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity with respect to any such filing or the Merger. KH Partners Parent and WMI the Company shall each have the right to review reasonably 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 the WM Entities Company or the Keystone EntitiesParent, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedSubsidiaries, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. (b) . In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the exchange of information. The KH Partners and WMI shall furnish parties hereto agree that they will consult with each other with respect to the obtaining of all reasonable information concerning themselvespermits, their subsidiariesconsents, directors, officers approvals and stockholders authorizations of all third parties and such other matters as may be 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 WMI Proxy Statementtransactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. (c) Each of Parent and the Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other statement order, whether temporary, preliminary or application made by permanent, that would restrain, prevent or on behalf of WMI delay the Closing. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or the KH PartnersCompany to take, or commit to take, any action or agree to any condition or restriction that would reasonably be likely to result in a Materially Burdensome Regulatory Condition. For purposes of this Agreement, a “Materially Burdensome Regulatory Condition” shall mean making proposals, executing or carrying out agreements (including consent decrees) or submitting to Laws (i) providing for the transfer, license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, the Company or any of their respective subsidiaries Subsidiaries or the holding separate (through the establishment of a trust or otherwise) of the shares of capital stock of any Company Subsidiary or any Parent Subsidiary or (ii) imposing or seeking to impose any governmental body in connection with limitation on the Merger and ability of Parent, the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank Company or any of their respective subsidiaries fromSubsidiaries to conduct their respective businesses or own such assets or to acquire, hold or delivered by any exercise full rights of ownership of the foregoing to, any governmental body in respect business of the transactions contemplated hereby Company, the Company Subsidiaries, Parent or the Parent Subsidiaries, in each case other than any such written communications received de minimis administrative or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityministerial obligations.

Regulatory Matters. Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 3.3, each of Seller (ain the case of Section 3.3(d)(i) The parties hereto will cooperate set forth below) and Buyer (in all cases set forth below) (and each Party shall cause its Subsidiaries and its and their directors, managers, officers, stockholders, members and employees to in respect of such provisions) agree to take or cause to be taken the following actions: (i) the prompt provision to each and every federal, state, local or foreign court or Governmental Entity with each jurisdiction over enforcement of any applicable antitrust or competition Laws or Gaming Laws (“Government Antitrust/Gaming Entity”) of non-privileged information and documents requested by any Government Antitrust/Gaming Entity or that are necessary, proper or advisable to permit consummation of the Transaction and the other transactions contemplated by this Agreement; (ii) all actions necessary or advisable to avoid the entry of any permanent, preliminary or temporary injunction or other Order that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transaction and use all reasonable efforts the other transactions contemplated by this Agreement and resolve, avoid, or eliminate impediments or objections, if any, that may be asserted with respect to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement includingunder any antitrust or competition Law or any Gaming Law, without limitationincluding (x) the defense through litigation on the merits of any claim asserted in any court, those that may be required from agency or other proceeding by any Person, including any Governmental Entity, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions, (y) the SECproffer and agreement by Buyer or its Subsidiaries of its willingness to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license, disposal and holding separate of, such assets, rights, product lines, licenses, categories of assets or businesses or other operations, or interests therein, of the Buyer, Buyer’s Subsidiaries and/or the Company and its Subsidiaries (and the entry into agreements with, and submission to Orders of, the FDICrelevant Government Antitrust/Gaming Entity giving effect thereto) and (z) taking or committing to take actions that would limit Buyer, Buyer’s Subsidiaries and/or the OTSCompany’s or its Subsidiaries’ freedom of action with respect to, or its or their ability to retain any assets, properties, products, rights, services or businesses of Buyer, Buyer’s Subsidiaries and/or the Justice Department and Company or its subsidiaries or any interest or interests therein, if such actions should be reasonably necessary or advisable to avoid, prevent, eliminate or remove (A) the commencement of any proceeding in any forum, (B) the issuance of any Order or Law, or (C) any other regulatory authorities. KH Partners and WMI shall each have impediment, that would reasonably be expected to materially delay or otherwise restrain, prevent, enjoin or otherwise prohibit consummation of the right to review reasonably in advance all information relating transactions contemplated by this Agreement by any Government Antitrust/Gaming Entity (it being understood that, as it relates to the WM Entities Company and its Subsidiaries, no such action will be binding on the Company or its Subsidiaries unless it is contingent upon the Keystone Entitiesoccurrence of the Closing); and (iii) in the event that any permanent, as the case may bepreliminary or temporary Order or Law is entered, and any of their respective subsidiariesissued or enacted, together with any other information or becomes reasonably requestedforeseeable to be entered, which appears issued or enacted, in any filing made proceeding, review or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement unlawful or written material submitted that would reasonably be expected to any governmental body in connection with materially delay or otherwise restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement. , any and all steps (b) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselvesincluding, their subsidiarieswithout limitation, directorsthe appeal thereof, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf posting of WMI a bond or the KH Partners, or any taking of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings steps contemplated by this AgreementSection 3.3(d)(ii)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated or threatened Order so as to permit such consummation on or prior to the Termination Date. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity.

Regulatory Matters. (a) The parties hereto will Parties shall promptly cooperate with each other in the preparation of the Proxy Statement. Masontown shall promptly mail the Proxy Statement to its shareholders and shall publish and send the notices required by Section 215(a) of the National Bank Act. (b) The Parties shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications (including applications of Interim Sub), notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties which are necessary or advisable to consummate the Transactions. Each Party shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information which appears in any filing made by another Party or written materials submitted by another Party to any third party or any Governmental Entity in connection with the Transactions. In exercising the foregoing right, each Party shall act reasonably and as promptly as practicable. The Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from Transactions and each Party will keep the SEC, other Parties apprised of the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information status of matters relating to completion of the WM Entities or Transactions. The Parties agree that they will use their reasonable best efforts to cause the Keystone EntitiesClosing Date to occur by April 30, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this Agreement2002. (bc) The KH Partners and WMI shall Each Party shall, upon the request of another Party, furnish each to such other with Party all reasonable information concerning themselvesitself and its Subsidiaries, their subsidiariesrespective present and former directors and officers, directors, officers and stockholders the shareholders of Masontown and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or the KH Partners, a Party or any of their respective subsidiaries its Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings contemplated by this AgreementTransactions. (cd) The KH Partners and WMI will Each Party shall promptly furnish each the other Parties with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone EntityTransactions.

Regulatory Matters. (a) As promptly as practicable after the date hereof, Parent shall prepare and file with the SEC the Registration Statement, which will contain (i) the prospectus of Parent relating to the shares of Parent Common Stock (including shares of Parent Common Stock issuable pursuant to Company Options converted into Parent Options in accordance with Section 3.3, and the conversion of Company Notes; and (ii) the proxy statement of the Company relating to the Stockholder Meeting (collectively, the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use their respective reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter promptly mail or deliver the Proxy Statement/Prospectus to its stockholders. Each of Parent and the Company shall use its 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 the Company Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto will Parties shall cooperate with each other and use all reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement includingAgreement, without limitationand to comply with the terms and conditions of all such permits, those that may be required from consents, approvals and authorizations of all such Governmental Entities. Parent and the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI Company shall each have the right to review reasonably in advance all information advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the WM Entities or the Keystone Entitiesexchange of material non-public information, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, provided, that Parent or the Company may restrict access to such documents that discuss the pricing or valuation of the other Party or its businesses. In exercising the foregoing right, each of the Parties shall act reasonably, in good faith and as promptly as reasonably practicable. The Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated herein. (bc) The KH Partners Parent and WMI shall the Company shall, upon request, furnish each the other Parties with all reasonable information concerning themselves, their subsidiariesSubsidiaries and their Subsidiaries’ affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable for the preparation and filing in connection compliance with applicable legal requirements of the WMI Proxy Statement/Prospectus, the Registration Statement or any other statement legally required statement, filing, notice or application made by or on behalf of WMI Parent or the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners Company and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries fromParent shall, or delivered by any of the foregoing and Parent shall cause Merger Sub to, promptly advise the other Parties upon receiving any governmental body in respect communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated hereby other than by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined herein) will not be obtained or that the receipt of any such written communications received or delivered approval may be materially delayed. Subject to applicable laws relating to the exchange of material non-public information, such Party shall provide a copy of such communication to the other Party promptly upon request. (e) The separation of Parent into two separate companies which is expected to occur in connection with any proposed settlement the second quarter of 2005 (the “Parent Spin-Off”) will not be effected in a manner that will jeopardize the status of the Case where Merger as a reorganization within the furnishing meaning of Section 368(a) of the Code. Parent shall not take any action that, for federal income tax purposes, will cause the Parent Spin-Off to result in the recognition of material gain or loss by any Company stockholder as a result of any distribution with respect to shares of Parent Common Stock acquired by such communications would reasonably be expected to jeopardize Company shareholder in the attorneyMerger. Parent shall not effect or consummate the Parent Spin-client privilege of KH Partners or any Keystone EntityOff until after the transactions contemplated by this Agreement shall have been consummated.

Regulatory Matters. (a) The parties hereto will 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 all their respective commercially reasonable efforts promptly to prepare and file all necessary documentationdocumentation with, to effect all necessary filings and to obtain as promptly as practicable all necessary permitsLicenses and Permits of, consents, approvals and authorizations of all third parties and governmental bodies Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement includingAgreement, without limitation, those that may be required from including any filings under the SEC, HSR Act. Buyer and the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI Company shall each have the right to review reasonably in advance advance, and shall consult with the other on, in each case subject to any laws relating to the exchange of information, all the information relating to the WM Entities Company and any of its Subsidiaries or the Keystone EntitiesBuyer, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedAffiliates, which appears appear in any filing made with with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all Licenses and Permits of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party shall keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The party responsible for any such filing shall promptly deliver to the other party evidence of the filing of all applications, filings, registrations and notifications relating thereto, and the filing of any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each material submitted notice, order, opinion and other item of correspondence received by such filing party from any Governmental Authority in respect of any such application. In exercising the foregoing rights and obligations, Buyer and the Company shall act reasonably and as promptly as practicable. (b) Buyer has made Form A filings with the insurance departments of the States of California, Pennsylvania and Connecticut with respect to the transactions contemplated hereby. Buyer shall promptly make any and all other filings and submissions of information with such insurance departments which are required or requested by 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 reasonable assistance as Buyer may reasonably request in connection with its preparation of such Form A filings and other filings or submissions. Buyer shall keep the Company fully apprised of its actions with respect to all such filings and submissions and shall provide the Company with copies of such Form A filings and other filings or submissions. Without limiting the generality of the provisions of Section 5.5(a), the Company shall promptly withdraw all filings and submissions made with such insurance departments in opposition to such filings and submissions made by Buyer and will cooperate fully with Buyer in obtaining at the earliest possible time the requisite approvals thereof. (c) From the date hereof through the consummation of the Offer (which shall include acceptance for payment of all Common Shares duly tendered), Buyer and the Company shall, upon request, furnish each other with all information concerning themselves and their 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 Buyer or the Company, as the case may be, or any of its respective Affiliates, to any governmental body Governmental Authority in connection with the transactions contemplated by this Agreement. (bd) The KH Partners From the date hereof through the consummation of the Offer (which shall include acceptance for payment of all Common Shares duly tendered), Buyer and WMI the Company shall furnish promptly advise each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary upon receiving any communication from any Governmental Authority whose consent or advisable in connection with approval is required for consummation of the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners and WMI , which causes such party to believe that there is a reasonable likelihood that the requisite consent or approval will promptly furnish each other with copies of written communications received by WMI not be obtained or American Savings Bank or any of their respective subsidiaries from, or delivered by any of that the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing receipt of such communications would reasonably consent or approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) The parties hereto In the event that the CTA or any other applicable Law changes (whether by legislative, regulatory or judicial action or interpretation) such that the Company will, or is reasonably likely, to cease to be considered a Canadian Person or such that the Company will not be able to eligible to operate the Business substantially in the manner it was able to operate prior to such change (an “Adverse Regulatory Event”), the Company shall file such applications as it is required to file in order to obtain such Governmental Authorizations as necessary or desirable to eliminate or mitigate the effect of such Adverse Regulatory Event, and Bxxxxxx, Xxxxx and each Shareholder shall cooperate with each other the Company and promptly provide it with any and all information necessary or as otherwise reasonably requested by the Company to obtain such Governmental Authorizations. The Company, Bxxxxxx, Xxxxx and the Shareholders shall use all their reasonable best efforts to prepare obtain such Governmental Authorizations, including promptly taking all necessary documentationother actions reasonably requested by the Company as necessary, desirable and/or appropriate to effect all necessary filings and facilitate obtaining such Governmental Authorizations, in each case at the Company’s sole expense. To the extent required to obtain all necessary permitsany such Government Authorizations, consents, approvals and authorizations of all third the parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement includingagree to amend or modify any provisions of the Charter Documents of the Group Companies and this Agreement as requested by any Governmental Authority. Notwithstanding the foregoing, without limitation, those that may Bxxxxxx and Bxxxxxx Shareholder shall not be required from to take any action or consent to any modification or amendment to the SEC, the FDIC, the OTS, the Justice Department extent that such action or consent would (A)(i) adversely affect its economic rights or (ii) materially adversely affect its voting and other regulatory authorities. KH Partners and WMI shall governance rights (as determined in its sole discretion), in each have case under the right to review reasonably in advance all information relating to Charter Documents of the WM Entities Group Companies, this Agreement, or the Keystone EntitiesAncillary Agreements, as (B) obligate the case may beGroup Company or Bxxxxxx or its Affiliates to divest any assets, and or (C) obligate Bxxxxxx or its Affiliates to accept any operational restrictions on any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with its operations outside of the transactions contemplated by this AgreementGroup Companies. (b) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with If the WMI Proxy Statement, CTA or any other statement applicable Law changes (whether by legislative, regulatory or application made judicial action or interpretation) to permit greater control of Canadian air carriers by non-Canadian Persons (a “Favorable Regulatory Event”), the parties shall take all action requested by Bxxxxxx, including by amending or on behalf modifying the terms of WMI or the KH Partners, or any Charter Documents of their respective subsidiaries to any governmental body the Group Companies (including as provided in connection with the Merger and Charter Documents as of the other transactions, applications or filings contemplated by date of this Agreement), this Agreement and/or the Ancillary Agreements, to confer upon Bxxxxxx and its Affiliates any benefits (including increased ownership and voting rights) of any such Favorable Regulatory Events. (c) The KH Partners Company shall indemnify, defend and WMI will promptly furnish each hold Bxxxxxx, Bxxxxxx Shareholder, Norie and Norie Shareholder and, as applicable, their shareholders, partners, members, officers, directors, Affiliates and other with copies of written communications received by WMI Representatives harmless from and against all Losses incurred or American Savings Bank or any of their respective subsidiaries from, or delivered suffered by any of the foregoing resulting from any violations or potential violations of the CTA arising from the arrangements set forth in the Charter Documents, this Agreement or the Ancillary Agreements. (d) Notwithstanding any transfer restrictions set forth in Article 4, The Company and each Shareholder acknowledges that Bxxxxxx may, after the date of this Agreement, desire to effect an amalgamation of Bxxxxxx Shareholder and the Company or some other restructuring or reorganizing transaction with respect to Bxxxxxx’x interest in the Company. The Company and each Shareholder shall reasonably cooperate with, including providing any necessary consent to, any governmental body Bxxxxxx in respect of the transactions contemplated hereby other than any such written communications received amalgamation, restructuring or delivered in connection with reorganizing transaction, so long as such transaction, after completion, does not adversely affect the economic or governance rights of any proposed settlement of Shareholder, adversely affect the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners Company or any Keystone Entity.its business or constitute a Prohibited Ownership

Regulatory Matters. (a) The parties hereto will shall (and shall cause their respective Affiliates to) cooperate with each other and each party shall use all its commercially reasonable efforts to, as promptly as practicable after the date hereof, prepare and file (or cause to prepare be prepared and filed) all necessary documentationapplications, to effect all necessary notices and filings with, and to obtain obtain, as promptly as practicable after the date hereof, all necessary permits, consents, approvals and authorizations of waivers of, all third parties and governmental bodies Governmental Authorities that are necessary to consummate consummate, in a timely manner, the transactions contemplated by this Agreement includingand the Ancillary Agreements. The parties hereto agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Further, and without limitationlimiting the generality of this Section 5.5 and Section 5.10, those Buyer shall (and shall cause its Affiliates to) take any and all steps necessary to avoid or eliminate any impediment under any antitrust, competition, or trade regulation law that may be required from asserted by any Governmental Authority with respect to this Agreement or any Ancillary Agreement, or any transaction contemplated hereby or thereby, so as to make effective as promptly as practicable the SECtransactions contemplated hereby. Without limiting the generality of the foregoing, each of Buyer and Seller shall use its commercially reasonable efforts to obtain the approvals and consents and make, or cause to be made, the FDICfilings with, and provide, or cause to be provided, the OTSnotices to, any Governmental Authority set forth in Exhibit C. Notwithstanding anything in this Agreement to the contrary, in no event will Buyer (or any of its Affiliates) be obligated to propose or agree to make any divestiture, accept any operational restriction, or take any other action that would be reasonably expected to limit the right of Buyer or its Affiliates to own or operate all or any portion of their respective businesses or assets. (b) Each of Seller and Buyer (as applicable, the Justice Department and other regulatory authorities. KH Partners and WMI “Reviewing Party”) shall each have the right to review reasonably in advance all information relating to the WM Entities or the Keystone Entities, as the case may beadvance, and any of their respective subsidiariesthe other party (the “Filing Party”) shall consult with the Reviewing Party on, together with any other information reasonably requested, which appears in any filing made with or written material materials submitted by the Filing Party to any governmental body third party or any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. Each of the parties hereto agrees that it will keep the other parties apprised in a timely manner of the status of matters referred to in Section 5.5(a). Each of the parties hereto agrees that none of the information regarding it or any of its Affiliates supplied or to be supplied by it or on its behalf in writing specifically for inclusion in any documents to be filed with any Governmental Authority in connection with this Agreement or the transactions contemplated hereby will, at the respective times such documents are filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Each party hereto shall promptly, to the extent permitted under applicable Law, advise the other party upon receiving any communication from any Governmental Authority relating to the transactions contemplated by this Agreement. (b) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI Agreement or the KH Partners, Ancillary Agreements or any of their respective subsidiaries otherwise materially affecting its ability to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of timely consummate the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement thereby. (d) This Section 5.5 shall not apply to the obtaining of the Case where the furnishing of such communications would reasonably Client consents, which shall be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitygoverned exclusively by Section 5.2.

Regulatory Matters. (a) As promptly as practicable following the execution and delivery of this Agreement, but in no event more than 45 days from the date hereof, TBOP and Xxxx shall cause to be prepared and filed all required applications and filings with the Regulatory Authorities that are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger and Xxxx shall provide TBOP with such information as TBOP reasonably requests in connection with the preparation of such applications and filings. Such applications and filings shall be in such form as may be prescribed by the respective government agencies and shall contain such information as they may require. The parties Parties hereto will cooperate with each other and use all reasonable their best efforts to prepare and execute all necessary documentation, to effect all necessary or contemplated filings and to obtain all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and governmental bodies that are necessary or contemplated to consummate the transactions contemplated by this Agreement Agreement, including, without limitation, those that may be required or contemplated from the SECRegulatory Authorities, and the FDIC, shareholders of Xxxx. Each of the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI Parties shall each have the right to review reasonably in advance all information relating to the WM Entities or the Keystone Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in comment upon any filing made with with, or written material submitted to to, any governmental body government agencies in connection with the transactions contemplated by this Agreement, provided that the Party submitting the filing or material shall have sole discretion with respect to the content of such filing or material. The right to review and comment shall expire 48 hours after delivery of the draft filing to the reviewing party. (b) The KH Partners and WMI shall Each Party hereto will furnish each the other party with all reasonable information concerning themselvesitself, their its subsidiaries, directors, officers trustees, officers, shareholders and stockholders depositors, as applicable, and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries such party to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement. (c) . The KH Partners and WMI Parties hereto will promptly furnish each other with copies of written communications received by WMI them or American Savings Bank or any of their respective subsidiaries subsidiaries, if any, from, or delivered by any of the foregoing to, any governmental body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityhereby.

Regulatory Matters. (a) U.S. Bancorp and Firstar shall promptly prepare and file with the SEC the Joint Proxy Statement and U.S. Bancorp 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 U.S. Bancorp and Firstar 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 U.S. Bancorp and Firstar shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. U.S. Bancorp 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 Firstar shall furnish all information concerning Firstar and the holders of Firstar Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto will shall cooperate with each other and use all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, those that may be required from the SECMerger) and the Option Agreements, and to comply with the FDICterms and conditions of all such permits, the OTSconsents, the Justice Department approvals and other regulatory authoritiesauthorizations of all such Governmental Entities. KH Partners U.S. Bancorp and WMI Firstar shall each have the right to review reasonably 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 the WM Entities Firstar or the Keystone EntitiesU.S. Bancorp, as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which that appears in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing rights of review and consultation, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties 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 herein. (bc) The KH Partners U.S. Bancorp and WMI shall Firstar shall, upon request, promptly furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Joint Proxy Statement, the S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or the KH PartnersU.S. Bancorp, Firstar or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners U.S. Bancorp and WMI will Firstar shall promptly furnish advise each other with copies of written communications received by WMI upon receiving any communication from any Governmental Entity whose consent or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect approval is required for consummation of the transactions contemplated hereby other than by this Agreement or the Option Agreements that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory -27- 35 Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval will be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. Through the Closing Date: (a) The parties hereto will NPB and FirstService shall cooperate with each other one another in the preparation of the Registration Statement (including the Prospectus/Proxy Statement) and all Applications and the making of all filings for, and shall use all their reasonable best efforts to prepare all necessary documentationobtain, to effect all necessary filings and to obtain as promptly as practicable, all necessary permits, consents, approvals approvals, waivers and authorizations of all third parties and governmental bodies Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. NPB and FirstService shall each give the other reasonable time to review any Application to be filed by it prior to the filing of such Application with the relevant Regulatory Authority, and each shall consult the other with respect to the substance and status of such filings. (b) NPB and FirstService intend to cause the Registration Statement (including the Prospectus/Proxy Statement) to be declared effective by the SEC with financial information included therein as of September 30, 2002, subject to the terms of this Agreement including, without limitation, those (including the right of FirstService to designate the date of the FirstService Shareholders Meeting pursuant to Section 4.07(a)(i)); NPB acknowledges that FirstService is not a registrant under the Exchange Act and accordingly preparation of additional information may be required from required. (c) FirstService and NPB shall each promptly furnish the other with copies of written communications to, or received by them from, any Regulatory Authority in respect of the transactions contemplated hereby. (d) FirstService and NPB shall cooperate with each other in the foregoing matters and shall furnish the other with all information concerning itself as may be necessary or advisable in connection with any Application or filing, including the Registration Statement and any report filed with the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right made by or on behalf of such party to review reasonably in advance all information relating to the WM Entities or the Keystone Entities, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body Regulatory Authority in connection with the transactions contemplated by this Agreement. (b) The KH Partners , and WMI in each such case, such information shall furnish be accurate and complete in all material respects. In connection therewith, FirstService and NPB shall use their reasonable good faith efforts to provide each other with all reasonable information concerning themselvescertificates, their subsidiaries, directors, officers "comfort" letters and stockholders and such other matters as may be necessary or advisable in connection with documents reasonably requested by the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreementother. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity.

Regulatory Matters. (a) The parties hereto will cooperate with Upon the occurrence and during the continuation of an Event of Default, each other Grantor shall take, and use shall cause each issuer of any of the Pledged Shares to take, all reasonable efforts to prepare all necessary documentationaction that the Trustee may request in the exercise of its rights and remedies hereunder, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have which includes the right to review reasonably in advance all information relating require such Grantor or any issuer of any of the Pledged Shares to transfer or assign the WM Entities Pledged Shares to any party or the Keystone Entitiesparties. In furtherance of this right, as the case may beeach Grantor shall, and shall cause each issuer of the Pledged Shares, (i) to cooperate fully with the Trustee in obtaining all approvals and consents from each governmental authority that the Trustee may deem necessary or advisable to accomplish any such transfer or assignment of their respective subsidiariesany part of the Pledged Shares and (ii) to prepare, together execute and file with any other information reasonably requestedGovernmental Authority any application, which appears in request for consent, certificate or instrument that the Trustee may deem necessary or advisable to accomplish any filing made with such transfer or written material submitted assignment of any part of the Pledged Shares. If any Grantor fails to execute, or fails to cause each issuer or owner of the Pledged Shares to execute, such applications, requests for consent, certificates or instruments, the clerk of any governmental body in connection with court that has jurisdiction over the transactions contemplated by this AgreementSecurity Documents may execute and file the same on behalf of such Grantor. (b) The KH Partners To enforce the provisions of this Section 28, upon the occurrence and WMI shall furnish each other with all reasonable information concerning themselvesduring the continuation of an Event of Default, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary the Trustee is authorized to request the consent or advisable in approval of any Governmental Authority to a voluntary or an involuntary transfer of control of any issuer of any of the Pledged Shares. In connection with the WMI Proxy Statementexercise of its remedies under this Agreement, the Trustee may obtain the appointment of a trustee or receiver to assume, upon receipt of all necessary judicial or other Governmental Authority consents or approvals, control of any other statement or application made by or on behalf issuer of WMI or the KH Partners, or any of their respective subsidiaries the Pledged Shares. Such trustee or receiver shall have all rights and powers provided to any governmental body in connection with it by law or by court order or provided to the Merger and the other transactions, applications or filings contemplated by Trustee under this Agreement. (c) The KH Partners and WMI Notwithstanding anything to the contrary contained in this Agreement: (i) the Trustee will promptly furnish each other with copies not take any action hereunder that would constitute or result in any transfer of written communications received by WMI or American Savings Bank or control of any issuer of their respective subsidiaries from, or delivered by any of the foregoing Pledged Shares without obtaining all necessary approvals; provided that the Trustee and the Holders shall be entitled to rely on the advice of regulatory counsel selected by the Trustee to determine whether approvals of any Governmental Authority are required; and (ii) the Trustee shall not foreclose on, sell, transfer or otherwise dispose of, or exercise any right to vote or consent with respect to, any governmental body in respect of the transactions contemplated hereby Pledged Shares as provided herein or take any other than any such written communications received action that would affect the operational, voting or delivered in connection with any proposed settlement other control of the Case where issuer of any Pledged Shares, unless such action is taken in accordance with the furnishing applicable provisions of the Gaming Laws. (d) Each Grantor acknowledges that the approval of each appropriate Governmental Authority to the transfer of control of an issuer of Pledged Shares may be required, that the ownership thereof is integral to the Trustee's realization of the value of such communications would reasonably Pledged Shares, that there is no adequate remedy at law for failure by such Grantor to comply with the provisions of this Section 28 and that such failure could not be expected to jeopardize adequately compensatable in damages and, therefore, each Grantor agrees that the attorney-client privilege provisions of KH Partners or any Keystone Entitythis Section 28 may be specifically enforced.

Regulatory Matters. (a) Magna shall prepare, and subject to the review of Charter with respect to matters involving the Charter Entities, file with the SEC as soon as reasonably practicable the S-4 (or the equivalent in the form of preliminary proxy material) with respect to the shares of Magna Common Stock to be issued in the Merger. The parties shall cooperate with respect to the preparation and filing of the S-4. Each of Charter and Magna shall use all reasonable efforts to have the S-4 declared effective by the SEC under the Securities Act as promptly as practicable after the filing thereof, and Charter and Magna shall thereafter cooperate in mailing the Prospectus/Proxy Statement to the stockholders of Charter. Magna shall 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 Charter shall furnish all information concerning Charter and the holders of Charter Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto will shall cooperate with each other and use all reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including(including without limitation the Merger) (it being understood that any amendments to the S-4 or a resolicitation of proxies as a consequence of a subsequent proposed merger, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department stock purchase or similar acquisition by Magna or any of its Subsidiaries shall not violate this covenant). Charter and other regulatory authorities. KH Partners and WMI Magna shall each have the right to review reasonably in advance advance, and to the extent practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the WM Entities Charter or the Keystone EntitiesMagna, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requestedincluding its Subsidiaries, which appears appear in any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (bc) The KH Partners Each of Magna and WMI shall Charter shall, upon request, furnish each the other with all reasonable information concerning themselvesMagna and Charter, their subsidiariesrespectively, its directors, officers and stockholders equity holders and such other matters as may be reasonably necessary or advisable in connection with the WMI Prospectus/Proxy Statement, the S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI Charter or the KH Partners, Magna or any of their respective subsidiaries affiliate thereof to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity.

Regulatory Matters. (a) Buyer and the Company shall promptly prepare and file with the SEC the Form N-14, in which the Proxy Statement will be included as a prospectus. Each of Buyer and the Company shall use its reasonable best efforts to have the Form N-14 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail or deliver the Proxy Statement to its stockholders. 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 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 will shall cooperate with each other and use all their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties (including any unions, works councils or other labor organizations) and Governmental Entities that are necessary filings or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to obtain comply with the terms and conditions of all necessary such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. The Company and 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 relating to the confidentiality of information, all the information relating to the Company or Buyer, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from and each party will keep the SEC, other apprised of the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information status of matters relating to the WM Entities or the Keystone Entities, as the case may be, and any completion of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this Agreement. (bc) The KH Partners Each of Buyer and WMI shall the Company shall, upon request, furnish, and cause its independent registered public accountants and other agents and service providers to furnish each to the other with and the other's agents, all reasonable information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, the Form N-14 or any other statement statement, filing, notice or application made by or on behalf of WMI or Buyer, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement. (cd) The KH Partners Each of Buyer and WMI will the Company shall promptly furnish each advise the other with copies upon receiving any communication from any Governmental Entity the consent or approval of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect which is required for consummation of the transactions contemplated hereby other than by this Agreement that causes such party to believe that there is a reasonable likelihood that any Buyer Requisite Regulatory Approval or Company Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such written communications received approval may be materially delayed. (e) Without in any way limiting the foregoing 6.1(a) through (d), the Buyer Parties (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall, if and to the extent required, file with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act within ten (10) calendar days following the execution and delivery of this Agreement. Each of Buyer and the Company shall (i) cooperate and coordinate with the other in the making of such filings (if required), (ii) supply the other with any information that may be required in order to make such filings, (iii) supply any additional information that reasonably may be required or delivered requested by the FTC or the DOJ, and (iv) take all action reasonably necessary to cause the expiration or termination of any applicable waiting period under the HSR Act applicable to the Merger as soon as practicable. Each of the Buyer Parties (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with such filings. If any proposed settlement of party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the Case where transactions contemplated by this Agreement pursuant to the furnishing of HSR, then such communications would party shall make (or cause to be made), as soon as reasonably be expected to jeopardize practicable and after consultation with the attorney-client privilege of KH Partners or any Keystone Entityother party, an appropriate response in compliance with such request.

Regulatory Matters. (a) The parties hereto will cooperate with each other Pledgor shall take all action that the Agent may reasonably request in the exercise of its rights and use all reasonable efforts to prepare all necessary documentationremedies hereunder, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have which includes the right to review reasonably require the Pledgor to transfer or assign the Pledged Stock to any party or parties. In furtherance of this right, the Pledgor shall: (i) cooperate with the Agent in advance obtaining all information relating approvals and consents from each Governmental Authority that the Lenders and the Agent may deem necessary or advisable to accomplish any such transfer or assignment of any part of the WM Entities or the Keystone EntitiesPledged Stock and (ii) prepare, as the case may be, execute and any of their respective subsidiaries, together file with any other information reasonably requestedGovernmental Authority any application, which appears in request for consent, certificate or instrument that the Agent may deem necessary or advisable to accomplish any filing made with such transfer or written material submitted assignment of any part of the Pledged Stock. If the Pledgor fails to execute such applications, requests for consent, certificates or instruments, the clerk of any governmental body in connection with court that has jurisdiction over the transactions contemplated by this AgreementLoan Documents may execute and file the same on behalf of the Pledgor. (b) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselvesTo enforce the provisions of this Section 10, their subsidiariesthe Agent, directorson behalf of the Lender Group, officers and stockholders and such other matters as may be necessary is authorized, to the extent permitted by applicable law, to request the consent or advisable in approval of any Governmental Authority to a voluntary or an involuntary transfer of control of the Pledgor of any of the Pledged Stock. In connection with the WMI Proxy Statementexercise of its remedies under this Pledge Agreement, or any other statement or application made by or the Agent, on behalf of WMI the Lender Group, may obtain the appointment of a trustee or receiver to assume, upon receipt of all necessary judicial or other Governmental Authority consents or approvals, control of the KH Partners, or Pledgor’s Restricted Subsidiaries of any of their respective subsidiaries the Pledged Stock. Such trustee or receiver shall have all rights and powers provided to any governmental body in connection with it by applicable law or by court order or provided to the Merger and the other transactions, applications or filings contemplated by Agent under this Pledge Agreement. (c) The KH Partners and WMI will promptly furnish Pledgor acknowledges that the approval of each other with copies appropriate Governmental Authority to the transfer of written communications received by WMI or American Savings Bank or any control of their respective subsidiaries fromsuch Pledgor may be required, or delivered by any that the ownership thereof is integral to the Lender Group’s realization of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing value of such communications would reasonably Pledged Stock, that there is no adequate remedy at law for failure by such Pledgor to comply with the provisions of this Section 10 and that such failure could not be expected to jeopardize adequately compensable in damages and, therefore, such Pledgor agrees that the attorney-client privilege provisions of KH Partners or any Keystone Entitythis Section 10 may be specifically enforced.

Regulatory Matters. (a) The parties hereto will shall promptly cooperate with each other in the preparation and filing of the Form S-4, including the Proxy Statement. Each of the parties hereto 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 the Company shall thereafter promptly mail the Proxy Statement to its stockholders. PHFG shall use its reasonable best efforts to obtain all necessary state securities law or "blue sky" permits and approvals required to carry out the issuance of PHFG Common Stock pursuant to the Merger and all other transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of the 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 all their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Bank Merger). PHFG and 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 relating to the exchange of information, all the information which appears in any filing made with or written materials submitted to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from and each party will keep the SEC, other apprised of the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information status of matters relating to the WM Entities or the Keystone Entities, as the case may be, and any completion of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this Agreementherein. (bc) The KH Partners PHFG and WMI shall the Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesrespective Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, the Form S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or PHFG, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement and the Bank Merger Agreement. (cd) The KH Partners PHFG and WMI will the Company shall promptly furnish each other with copies of written communications received by WMI PHFG or American Savings Bank the Company, as the case may be, or any of their respective subsidiaries Subsidiaries from, or delivered by any of the foregoing to, any governmental body Governmental Entity in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of by this Agreement and the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone EntityBank Merger Agreement.

Regulatory Matters. (a) The parties hereto will cooperate with each other Pledgor shall take all action that the Lender may reasonably request in the exercise of its rights and use all reasonable efforts to prepare all necessary documentationremedies hereunder, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have which includes the right to review reasonably require the Pledgor to transfer or assign the Pledged Stock to any party or parties. In furtherance of this right, the Pledgor shall: (i) cooperate with the Lender in advance obtaining all information relating to the WM Entities or the Keystone Entities, as the case may be, approvals and consents from each Governmental Authority that any of their respective subsidiariesthe Secured Parties may deem necessary or advisable to accomplish any such transfer or assignment of any part of the Pledged Stock and (ii) prepare, together execute and file with any other information reasonably requestedGovernmental Authority any application, which appears in request for consent, certificate or instrument that the Lender may deem necessary or advisable to accomplish any filing made with such transfer or written material submitted assignment of any part of the Pledged Stock. If the Pledgor fails to execute such applications, requests for consent, certificates or instruments, the clerk of any governmental body in connection with court that has jurisdiction over the transactions contemplated by this AgreementLoan Documents may execute and file the same on behalf of the Pledgor. (b) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselvesTo enforce the provisions of this Section 10, their subsidiariesthe Lender, directorson behalf of the Secured Parties, officers and stockholders and such other matters as may be necessary is authorized, to the extent permitted by applicable law, to request the consent or advisable in approval of any Governmental Authority to a voluntary or an involuntary transfer of control of the Pledgor. In connection with the WMI Proxy Statementexercise of its remedies under this Agreement, or any other statement or application made by or the Lender, on behalf of WMI the Secured Parties, may obtain the appointment of a trustee or receiver to assume, upon receipt of all necessary judicial or other Governmental Authority consents or approvals, control of the KH Partners, Pledgor's Subsidiaries. Such trustee or any of their respective subsidiaries receiver shall have all rights and powers provided to any governmental body in connection with it by applicable law or by court order or provided to the Merger and the other transactions, applications or filings contemplated by Lender under this Agreement. (c) The KH Partners and WMI will promptly furnish Pledgor acknowledges that the approval of each other with copies appropriate Governmental Authority to the transfer of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any control of the foregoing toPledgor may be required, any governmental body in respect that the ownership thereof is integral to the Lender's realization of the transactions contemplated hereby other than any value of such written communications received or delivered in connection with any proposed settlement Pledged Stock, on behalf of the Case where Secured Parties, that there is no adequate remedy at law for failure by the furnishing Pledgor to comply with the provisions of this Section 10 and that such communications would reasonably failure could not be expected to jeopardize adequately compensable in damages and, therefore, the attorney-client privilege Pledgor agrees that the provisions of KH Partners or any Keystone Entitythis Section 10 may be specifically enforced.

Regulatory Matters. (a) Purchaser shall promptly prepare and file with the SEC, and Company shall cooperate in the preparation of, 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 hereto will shall cooperate with each other and use all their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement including(including the Merger and the Bank Merger), without limitationand to comply with the terms and conditions of all such permits, those that may be required from the SECconsents, the FDIC, the OTS, the Justice Department approvals and other regulatory authoritiesauthorizations of all such third parties or Governmental Entities. KH Partners Company and WMI Purchaser shall each have the right to review reasonably in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws, all the information relating to the WM Entities Company or the Keystone EntitiesPurchaser, as the case may be, and any of their respective subsidiariesSubsidiaries, together with any other information reasonably requested, which appears that appear in any filing made with with, or written material materials submitted to to, any governmental body 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. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and authorizations, or agree to or suffer any condition or restriction on Purchaser, Company or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a material adverse effect (measured on a scale relative to Company) on Purchaser or Company. (bc) The KH Partners Each of Purchaser and WMI shall Company shall, upon request, furnish each to the other with all reasonable information concerning themselvesitself, their subsidiariesits Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statement, the Form S-4 or any other statement statement, filing, notice or application made by or on behalf of WMI or the KH PartnersPurchaser, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger, the Bank Merger and the other transactions, applications or filings 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 (1) 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 (2) 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) The KH Partners Each of Purchaser and WMI will Company shall promptly furnish each advise the other with copies upon receiving any communication from any Governmental Entity the consent or approval of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect which is required for consummation of the transactions contemplated hereby other than by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably approval may be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entitymaterially delayed.

Regulatory Matters. (a) The parties hereto will cooperate Company shall, within ten (10) days of each of the First Closing Date and Second Closing Date, file with each other the Securities Regulators any reports required to be filed by Applicable Securities Laws, including under NI 45-106, in connection with this Agreement and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be in the required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information relating to the WM Entities or the Keystone Entities, as the case may beform, and will provide the Investor’s legal counsel with copies of such reports; (b) In the event that either of the Parties, or any of their respective subsidiariesRepresentatives, together with receives any request for information, documents or other information reasonably requestedmaterials, or a notice, from any Governmental Authority indicating that any investigation, review, inquiry or other formal or informal proceeding, which appears in any filing made with or written material submitted to any governmental body in connection with could have an effect on the transactions contemplated by this Agreement., is taking place or may take place, such Party shall, to the extent permitted by applicable Laws: (bi) The KH Partners promptly notify the other Party of the applicable notice or request for information, documents or other materials, and WMI shall furnish each cooperate with the other Party in connection with all any related investigation or other inquiry; (ii) in consultation and cooperation with the other Party, respond as promptly as possible to any request for information made by any such Governmental Authority, and thereafter, after providing the other Party with a reasonable information concerning themselvesopportunity to review and comment on any drafts of any written communications to be submitted by a Party to a Governmental Authority, their subsidiaries, directors, officers and stockholders and such make any other matters submissions or filings as may be necessary or advisable in connection with relation to the WMI Proxy Statementtransactions contemplated by this Agreement (promptly notifying the other Party when any such submission or filing is made); (iii) promptly respond to any request for a meeting by any Governmental Authority, arrange for such meeting to take place as soon as possible, and permit the other Party to attend such meeting, unless prohibited by the Governmental Authority; and (iv) take or cause to be taken, all commercially reasonable actions and steps, and do, or any other statement cause to be done all commercially reasonable things necessary on its part under this Agreement, applicable Laws or application made by or on behalf of WMI or otherwise, required to consummate and make effective the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings transactions contemplated by this Agreement.; (c) The KH Partners Investor will execute and WMI deliver within the applicable time periods all documentation as may be required by Applicable Securities Laws to permit the purchase of the Subscription Shares on the terms set out herein and, if required by Applicable Securities Laws or stock exchange rules, the Investor will promptly furnish each execute, deliver, file and otherwise assist the Company in obtaining and filing such reports, reasonable and customary undertakings and other with copies documents relating to the purchase of written communications received the Subscription Shares by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered the Investor as may be required by any of the foregoing toApplicable Securities Laws, any governmental body in respect of the transactions contemplated hereby securities commission, stock exchange or other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entityregulatory authority.

Regulatory Matters. (a) The parties hereto will cooperate with each other Purchaser and the Company shall use all commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department Transactions. The Company and other regulatory authorities. KH Partners and WMI Purchaser shall each have the right to review reasonably consult the other, in advance all information each case subject to applicable laws relating to the WM Entities or the Keystone Entitiesexchange of information, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in respect to any filing made with with, or written material materials submitted to to, any governmental body third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Transactions and each party will keep the other appraised of the status of matters relating to completion of the Transactions. (b) The KH Partners Purchaser and WMI shall the Company shall, upon request, furnish each other with all reasonable information concerning themselves, their subsidiariesSubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the WMI Proxy Statementany statement, or any other statement filing, notice or application made by or on behalf of WMI or Purchaser, the KH Partners, Company or any of their respective subsidiaries Subsidiaries to any governmental body Governmental Entity in connection with the Merger and the other transactions, applications or filings contemplated by this AgreementTransactions. (c) The KH Partners Purchaser and WMI will the Company shall promptly furnish each the other with copies of written communications received by WMI them or American Savings Bank or any of their respective subsidiaries Subsidiaries from, or delivered by any of the foregoing to, any governmental body Governmental Entity in respect of the transactions contemplated hereby Transactions (other than in respect of information filed or otherwise submitted confidentially to any such written communications received Governmental Entity). (d) Purchaser and the Company shall, and shall cause their Subsidiaries to, use commercially reasonable efforts (i) to take, or delivered cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on them or their Subsidiaries with respect to the Transactions and, subject to the conditions set forth in Article V hereof, to consummate the Transactions and (ii) subject to the conditions set forth in Article V hereof, to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Purchaser or any of their respective Subsidiaries in connection with any proposed settlement of the Case where Transactions, and to comply with the furnishing terms and conditions of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners consent, authorization, order or any Keystone Entityapproval.

Regulatory Matters. (a) The Subject to the limitations imposed by Section 5.17(b), the parties hereto will shall cooperate with each other and use all reasonable efforts Commercially Reasonable Efforts promptly to prepare and file all necessary documentation, to effect all necessary filings applications, notices, petitions and filings, and to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations Consents of all third parties and governmental bodies Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger); for the avoidance of doubt, the foregoing shall apply to any and all applications, notices, petitions and filings, made by Parent and Merger Sub, in their sole discretion, to any Governmental Entity that regulates the gaming industry and investigation or change in control approval process arising therefrom. Notwithstanding the foregoing, other than with respect to Michigan (as defined in (b) below), if the Company and/or the Company Member, as applicable, reasonably determines, based upon factual information and well-reasoned analysis, that any Governmental Entity is unwilling to grant such Consents based solely upon the prior history of Par-4, Inc., then the Company and/or the Company Member, as applicable, shall not be required under this section to submit any documentation to such Governmental Entity; provided that the Company and/or the Company Member, as applicable, shall provide to the Parent and Merger Sub prompt written notice of its determination, which notice shall include the name of the applicable jurisdiction and a reasonably detailed description of the factual information and analysis used to make such determination. The Company and Parent shall have the right to review in advance, and to the extent practicable each will reasonably consult with the other on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to the Company, the Company Member, Parent or Merger Sub, as the case may be, 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 hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will reasonably consult with each other with respect to the obtaining of all Consents of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement including, without limitation, those that may be required from and each party will keep the SEC, other reasonably apprised of the FDIC, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information status of matters relating to completion of the WM Entities transactions contemplated herein. Parent (or Merger Sub as the case may be) and the Company (or the Keystone EntitiesCompany Member, as the case may be, and any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted to any governmental body in connection with the transactions contemplated by this Agreement. (b) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement. (c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries fromParent, Merger Sub, the Company, and the Company Member, as the case may be, from or delivered by any of the foregoing toto or from, any governmental body Governmental Entity in respect of the transactions contemplated hereby other than hereby. The parties agree that if any jurisdiction requires the Company and/or the Company Member to withdraw or surrender an application (a “Withdrawal”), such written communications received Withdrawal is not deemed to be a Consent hereunder. (i) The Company and/or the Company Member, as applicable, shall prepare and, on or delivered in connection with any proposed settlement before August 15, 2016, file all documentation necessary so that Consent to the Merger and related transactions can be obtained from the Michigan Gaming Control Board (“Michigan”) on or before the Drop Dead Date, and the Company and/or the Company Member, as applicable, shall work expeditiously to obtain such Consent from Michigan as soon as practicable, including promptly responding to all follow-up requests; (ii) the Parent and Merger Sub shall use Commercially Reasonable Efforts to file all documentation necessary so that Consent to the Merger and related transactions can be obtained from the New York State Gaming Commission as soon as practicable; and (iii) the Parent and Merger Sub shall prepare and, on or before August 15, 2016, file all documentation necessary to obtain the Consent to the Merger and related transactions from the Delaware Division of Gaming Enforcement (“Delaware”) and Maryland Lottery and Gaming Control Agency (“Maryland”) so that the Parent and Merger Sub can, upon and after Closing of the Case where Merger, continue the furnishing business conducted by the Company in Delaware and Maryland prior to the Merger without interruption, and Parent and Merger Sub shall work expeditiously to obtain such Consents from Delaware and Maryland as soon as practicable, including promptly responding to all follow-up requests. (e) Schedule 6.01(c)-2 to the Original Agreement, which sets forth certain Consents that Parent and Merger Sub must receive for the mutual condition to Closing set forth in Section 6.01(c) of the Original Agreement to be satisfied, is hereby amended in its entirety to read as follows: 1. Consent to the Merger by the Michigan Gaming Control Board shall have been obtained by Parent and Merger Sub prior to Closing, which such communications would reasonably consent shall include but not be expected limited to jeopardize permitting Parent and Merger Sub, after the attorney-client privilege Closing, to conduct the business being conducted by the Parent and Merger Sub prior to the Closing. 2. Consent to the Merger by the Delaware Division of KH Partners or any Keystone EntityGaming Enforcement and Maryland Lottery and Gaming Control Agency shall have been obtained by the Parent and Merger Sub prior to Closing, which such consent shall include but not be limited to permitting Parent and Merger Sub, after the Closing, to conduct the business being conducted by the Company prior to the Closing.

Regulatory Matters. (ai) The parties hereto will shall cooperate with each other and use all their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties (including any unions, works councils or other labor organizations) and Governmental Entities that are necessary filings or advisable to consummate the transactions contemplated by this Agreement, and to obtain otherwise consummate the transactions contemplated by the Transaction Documents as promptly as practicable. Each of the Company and the Investor 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 confidentiality of information, the information 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. The parties shall consult with each other with respect to the obtaining of all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement includingand each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. (ii) Each of the parties shall, without limitationupon request, those that furnish to the other all information concerning itself, its subsidiaries, directors, officers and stockholders, and such other matters as may be required from the SECreasonably necessary or advisable in connection with any statement, the FDICfiling, the OTS, the Justice Department and other regulatory authorities. KH Partners and WMI shall each have the right to review reasonably in advance all information relating to the WM Entities notice or the Keystone Entities, as the case may be, and application made by or on behalf of any of them or any of their respective subsidiaries, together with any other information reasonably requested, which appears in any filing made with or written material submitted subsidiaries to any governmental body Governmental Entity in connection with the transactions contemplated by this Agreement. (biii) The KH Partners and WMI Each of the parties shall furnish each other with all 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 information concerning themselves, their subsidiaries, directors, officers and stockholders and likelihood that any required regulatory approval will not be obtained or that the receipt of any such other matters as approval may be necessary materially delayed. (iv) Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree and acknowledge that neither this Section 6.1 nor the “reasonable best efforts” standard shall require, or advisable be construed to require, Investor or any of its respective subsidiaries or other affiliates, in connection with the WMI Proxy Statementorder to obtain any permits, consents, approvals or authorizations, or any other statement terminations or application made by waivers of any applicable waiting periods, to propose, negotiate or on behalf of WMI or the KH Partnersoffer to effect, or consent or commit to, any terms, condition or restrictions that are reasonably likely to materially and adversely impact (i) Investor's or any of its subsidiaries' ability to own or operate any of their respective subsidiaries businesses or operations or ability to conduct any governmental body in connection with such businesses or operations substantially as conducted as of the Merger and the other transactions, applications or filings contemplated by date of this Agreement. , (cii) The KH Partners and WMI will promptly furnish each other with copies the Company's or any of written communications received by WMI its subsidiaries' ability to own or American Savings Bank or operate any of their respective subsidiaries frombusinesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, or delivered by any (iii) Investor's ability to acquire, hold and dispose of the foregoing to, any governmental body in respect Securities (or vote the Common Stock) and realize the economic incidents of the transactions contemplated hereby other than ownership of such Securities (any such written communications received effect described in clause (i), (ii) or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity(iii), a “Substantial Detriment”).