Common use of Regulatory and Other Matters Clause in Contracts

Regulatory and Other Matters. (a) The Parties shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits of all third parties and Governmental Entities and Consents that are necessary or advisable to consummate the Stock Purchase and defend any lawsuits or other Claims challenging this Agreement or the consummation of the Stock Purchase, and to comply with the terms and conditions of all such Permits of all such third parties or Governmental Entities. Each of the Parties shall have the right to review in advance, and, to the extent practicable, each will consult with the other Party on, in each case subject to applicable Laws relating to the confidentiality of information, all information relating to Rand or East, 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 Stock Purchase. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as reasonably practicable. The Parties shall consult with each other with respect to the obtaining of all Permits of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase and each Party will keep the other apprised of the status of matters relating to completion of the Stock Purchase. (b) Without in any way limiting the foregoing Section 7.1(a), as promptly as reasonably practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation), and use its commercially reasonable efforts to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion in good faith. In connection with the foregoing, each of East and Rand shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other and the other’s agents, all information concerning itself, its Subsidiaries, members, managers, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Rand will advise East promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, in each case to the extent related to East or the Stock Purchase, and will promptly provide East with copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to participate in the responses thereto. If, at any time prior to the Closing Date, any information relating to Rand or East, or any of their respective Affiliates, officers or directors, should be discovered by Rand or East that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party hereto and an appropriate amendment or supplement describing such information shall promptly be filed with the SEC and, to the extent required under applicable Law, disseminated to Rand Stockholders; provided that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by either Party hereunder or otherwise affect the remedies available hereunder to either Party. (c) Promptly following the date hereof, Rand shall inform the SBA of the Stock Purchase take such actions in accordance with SBA regulations and guidelines, and make such filings, as may be reasonably necessary to obtain the SBA’s approval and/or consent of the continued effectiveness of the SBA licenses held by Rand or the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not required.

Regulatory and Other Matters. (a) The Parties parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable all Permits of all third parties the Required Approvals and Governmental Entities and Consents that are necessary or advisable other consents required to consummate the Stock Purchase and defend any lawsuits or other Claims challenging this Agreement or the consummation of the Stock Purchase, and to comply be obtained in connection with the terms Merger and conditions of all such Permits of all such third parties or Governmental Entitiesthe other transactions contemplated by this Agreement. Each of the Parties MDLY and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other Party on, in each case subject to applicable Applicable Laws relating to the confidentiality of information, all information relating to Rand MDLY or EastSIC, 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 Third Party or any Governmental Entity in connection with obtaining the Stock PurchaseRequired Approvals. In exercising the foregoing right, each of the Parties parties shall act reasonably and as promptly as reasonably practicable. The Parties parties shall consult with each other with respect to the obtaining of all Permits of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase Required Approvals and each Party party will keep the other apprised of the status of matters relating to completion of the Stock Purchasetransactions contemplated by this Agreement. (b) Without in any way limiting the foregoing Section 7.1(a), ): (i) SIC and MDLY shall as promptly as reasonably practicable prepare and file with the SEC the Form N-14 Registration Statement and the Schedule 13E-3. Each of SIC and MDLY shall use its reasonable best efforts to have the Form N-14 Registration Statement declared effective under the Securities Act and to obtain clearance of the Schedule 13E-3 from the SEC as promptly as practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation)such filing, and MDLY and SIC shall promptly mail or deliver the Joint Proxy Statement/Prospectus to their respective stockholders upon such effectiveness. SIC shall also use its commercially reasonable best efforts to fileobtain all necessary state securities Law or “Blue Sky” Permits required to issue the Merger Shares, and MDLY shall use reasonable best efforts to furnish all information concerning MDLY and the holders of shares of Class A Common Stock as soon as may be reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion requested in good faith. In connection with the foregoing, each any such action. Each of East SIC and Rand MDLY shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other and the other’s agents, all information concerning itself, its Subsidiaries, members, managers, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Form N-14 Registration Statement. Rand will advise East promptly after it receives any oral or written request by , the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, in each case to the extent related to East or the Stock Purchase, and will promptly provide East with copies of any written communication from the SEC Schedule 13E-3 or any state securities commission and a reasonable opportunity to participate in the responses thereto. Ifother statement, at any time prior to the Closing Datefiling, any information relating to Rand notice or Eastapplication made by or on behalf of SIC, MDLY or any of their respective AffiliatesSubsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement and provide the other party with a reasonable opportunity to review and comment on any such document. The information supplied or to be supplied by either SIC or MDLY, officers as the case may be, for inclusion in the Form N-14 Registration Statement and the Schedule 13E-3 shall not at the time the Form N-14 Registration Statement or directorsthe Schedule 13E-3, should be discovered as applicable, is filed with the SEC or declared effective by Rand or East that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not SEC contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the generality of the foregoing, prior to the Party that discovers such information Effective Time each party shall promptly notify the other Party hereto party as promptly as practicable (i) upon becoming aware of any event or circumstance that should be described in an amendment to the Form N-14 Registration Statement, the Schedule 13E-3 or in a supplement to the Joint Proxy Statement/Prospectus or Schedule 13E-3, and an appropriate amendment or supplement describing such information MDLY and SIC shall promptly be filed cooperate in the prompt filing with the SEC of any necessary amendment to the Form N-14 Registration Statement or supplement to the Joint Proxy Statement/Prospectus or Schedule 13E-3 and, to the extent required under applicable by Law, disseminated to Rand Stockholders; provided that in disseminating the delivery of such notice and the filing of any information contained in such amendment or supplement to stockholders of MDLY and SIC and (ii) promptly after the receipt by it of any written or oral comments of the SEC with respect to, or of any written or oral request by the SEC for amendments or supplements to, the Form N-14 Registration Statement, the Joint Proxy Statement/Prospectus or the Schedule 13E-3, and shall not affect promptly supply the other party with copies of all correspondence between it or be deemed any of its Representatives and the SEC with respect to modify any representation or warranty made by either Party hereunder or otherwise affect of the remedies available hereunder to either Partyforegoing filings. (cii) Each of SIC and MDLY shall, if and to the extent required, file with the FTC and the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as promptly as reasonably practicable following the execution and delivery of this Agreement. Each of SIC and MDLY shall (A) cooperate and coordinate with the other in the making of such filings (if required), (B) supply the other with any information that may be required in order to make such filings, (C) supply any additional information that reasonably may be required or requested by the FTC or the DOJ, and (D) take all other actions 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 SIC and MDLY shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement in connection with such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement pursuant to the HSR Act, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (iii) Promptly following the date hereof, Rand shall inform the SBA parties will submit the application for the SEC Exemptive Relief to the Staff of the Stock Purchase take Division of Investment Management of the SEC and thereafter each Party shall provide all such actions supplemental information reasonably requested by the Staff in accordance with SBA regulations connection therewith and guidelines, and make such filings, as may be reasonably necessary shall use its commercially reasonable efforts to obtain the SBASEC Exemptive Relief. In the event the SEC conditions the granting of SEC Exemptive Relief upon a change to the transaction structure or other matters contemplated by this Agreement and the MCC Merger Agreement, the parties shall work together in good faith to make such changes and, if and to the extent necessary, to amend this Agreement to reflect such modified terms; provided, however, in no event shall any party be obligated to agree to any term that adversely changes the economic terms of this Agreement in any material respect or is inconsistent with the assumptions or other provisions set forth in the opinions of such party’s financial advisor; provided further that, in addition to any other approvals required by Applicable Law or this Agreement, any changes to the transaction structure or other matters contemplated by this Agreement (including, without limitation, any amendments to this Agreement) shall be subject to the prior approval and/or consent of the continued effectiveness MDLY Special Committee and the SIC Special Committee. (c) Subject to Applicable Law, each of SIC and MDLY 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 SBA licenses held transactions contemplated by Rand this Agreement that causes such party to believe that there is a reasonable likelihood that any Required Approval will not be obtained or that the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not requiredreceipt of any such approval may be materially delayed.

Regulatory and Other Matters. (a) The Parties parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable all Permits of all third parties the Required Approvals and Governmental Entities and Consents that are necessary or advisable other consents required to consummate the Stock Purchase and defend any lawsuits or other Claims challenging this Agreement or the consummation of the Stock Purchase, and to comply be obtained in connection with the terms Merger and conditions of all such Permits of all such third parties or Governmental Entitiesthe other transactions contemplated by this Agreement. Each of the Parties MDLY and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other Party on, in each case subject to applicable Applicable Laws relating to the confidentiality of information, all information relating to Rand MDLY or EastSIC, 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 Third Party or any Governmental Entity in connection with obtaining the Stock PurchaseRequired Approvals. In exercising the foregoing right, each of the Parties parties shall act reasonably and as promptly as reasonably practicable. The Parties parties shall consult with each other with respect to the obtaining of all Permits of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase Required Approvals and each Party party will keep the other apprised of the status of matters relating to completion of the Stock Purchasetransactions contemplated by this Agreement. (b) Without in any way limiting the foregoing Section 7.1(a), ): (i) SIC and MDLY shall as promptly as reasonably practicable after prepare and file with the date of this AgreementSEC the Form N-14 Registration Statement and the Schedule 13E-3, Rand shall prepare (with East’s reasonable cooperation), or amendments to the Form N-14 Registration Statement and use its commercially reasonable efforts to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement Schedule 13E-3 previously filed with the SEC. No filing ofEach of SIC and MDLY shall use its reasonable best efforts to have the Form N-14 Registration Statement declared effective under the Securities Act and to obtain clearance of the Schedule 13E-3 from the SEC as promptly as practicable after such filing, and MDLY and SIC shall promptly mail or amendment deliver the Joint Proxy Statement/Prospectus to their respective stockholders upon such effectiveness. SIC shall also use its reasonable best efforts to obtain all necessary state securities Law or supplement to“Blue Sky” Permits required to issue the Merger Shares, and MDLY shall use reasonable best efforts to furnish all information concerning MDLY and the Proxy Statement holders of shares of Class A Common Stock as it relates to East or the Stock Purchase will may be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion reasonably requested in good faith. In connection with the foregoing, each any such action. Each of East SIC and Rand MDLY shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other and the other’s agents, all information concerning itself, its Subsidiaries, members, managers, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Form N-14 Registration Statement. Rand will advise East promptly after it receives any oral or written request by , the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, in each case to the extent related to East or the Stock Purchase, and will promptly provide East with copies of any written communication from the SEC Schedule 13E-3 or any state securities commission and a reasonable opportunity to participate in the responses thereto. Ifother statement, at any time prior to the Closing Datefiling, any information relating to Rand notice or Eastapplication made by or on behalf of SIC, MDLY or any of their respective AffiliatesSubsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement and provide the other party with a reasonable opportunity to review and comment on any such document. The information supplied or to be supplied by either SIC or MDLY, officers as the case may be, for inclusion in the Form N-14 Registration Statement and the Schedule 13E-3 shall not at the time the Form N-14 Registration Statement or directorsthe Schedule 13E-3, should be discovered as applicable, is filed with the SEC or declared effective by Rand or East that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not SEC contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the generality of the foregoing, prior to the Party that discovers such information Effective Time each party shall promptly notify the other Party hereto party as promptly as practicable (i) upon becoming aware of any event or circumstance that should be described in an amendment to the Form N-14 Registration Statement, the Schedule 13E-3 or in a supplement to the Joint Proxy Statement/Prospectus or Schedule 13E-3, and an appropriate amendment or supplement describing such information MDLY and SIC shall promptly be filed cooperate in the prompt filing with the SEC of any necessary amendment to the Form N- 14 Registration Statement or supplement to the Joint Proxy Statement/Prospectus or Schedule 13E-3 and, to the extent required under applicable by Law, disseminated to Rand Stockholders; provided that in disseminating the delivery of such notice and the filing of any information contained in such amendment or supplement to stockholders of MDLY and SIC and (ii) promptly after the receipt by it of any written or oral comments of the SEC with respect to, or of any written or oral request by the SEC for amendments or supplements to, the Form N-14 Registration Statement, the Joint Proxy Statement/Prospectus or the Schedule 13E-3, and shall not affect promptly supply the other party with copies of all correspondence between it or be deemed any of its Representatives and the SEC with respect to modify any representation or warranty made by either Party hereunder or otherwise affect of the remedies available hereunder to either Partyforegoing filings. (cii) Each of SIC and MDLY shall, if and to the extent required, file with the FTC and the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as promptly as reasonably practicable following the execution and delivery of this Agreement. Each of SIC and MDLY shall (A) cooperate and coordinate with the other in the making of such filings (if required), (B) supply the other with any information that may be required in order to make such filings, (C) supply any additional information that reasonably may be required or requested by the FTC or the DOJ, and (D) take all other actions 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 SIC and MDLY shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement in connection with such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement pursuant to the HSR Act, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (iii) Promptly following the date hereof, Rand shall inform the SBA parties will submit an amendment to the application for the SEC Exemptive Relief to the Staff of the Stock Purchase take Division of Investment Management of the SEC and thereafter each Party shall provide all such actions supplemental information reasonably requested by the Staff in accordance with SBA regulations connection therewith and guidelines, and make such filings, as may be reasonably necessary shall use its commercially reasonable efforts to obtain the SBASEC Exemptive Relief. In the event the SEC conditions the granting of SEC Exemptive Relief upon a change to the transaction structure or other matters contemplated by this Agreement and the MCC Merger Agreement, the parties shall work together in good faith to make such changes and, if and to the extent necessary, to amend this Agreement to reflect such modified terms; provided, however, in no event shall any party be obligated to agree to any term that adversely changes the economic terms of this Agreement in any material respect or is inconsistent with the assumptions or other provisions set forth in the opinions of such party’s financial advisor; provided further that, in addition to any other approvals required by Applicable Law or this Agreement, any changes to the transaction structure or other matters contemplated by this Agreement (including, without limitation, any amendments to this Agreement) shall be subject to the prior approval and/or consent of the continued effectiveness MDLY Special Committee and the SIC Special Committee. (c) Subject to Applicable Law, each of SIC and MDLY 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 SBA licenses held transactions contemplated by Rand this Agreement that causes such party to believe that there is a reasonable likelihood that any Required Approval will not be obtained or that the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not requiredreceipt of any such approval may be materially delayed.

Regulatory and Other Matters. (a) The Parties parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable all Permits of all third parties the Required Approvals and Governmental Entities and Consents that are necessary or advisable other consents required to consummate the Stock Purchase and defend any lawsuits or other Claims challenging this Agreement or the consummation of the Stock Purchase, and to comply be obtained in connection with the terms Merger and conditions of all such Permits of all such third parties or Governmental Entitiesthe other transactions contemplated by this Agreement. Each of the Parties MCC and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other Party on, in each case subject to applicable Applicable Laws relating to the confidentiality of information, all information relating to Rand MCC or EastSIC, 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 Third Party or any Governmental Entity in connection with obtaining the Stock PurchaseRequired Approvals. In exercising the foregoing right, each of the Parties parties shall act reasonably and as promptly as reasonably practicable. The Parties parties shall consult with each other with respect to the obtaining of all Permits of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase Required Approvals and each Party party will keep the other apprised of the status of matters relating to completion of the Stock Purchasetransactions contemplated by this Agreement. (b) Without in any way limiting the foregoing Section 7.1(a), ): (i) SIC and MCC shall as promptly as reasonably practicable prepare and file with the SEC the Form N-14 Registration Statement. Each of SIC and MCC shall use its reasonable best efforts to have the Form N-14 Registration Statement declared effective under the Securities Act as promptly as practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation)such filing, and MCC and SIC shall promptly mail or deliver the Joint Proxy Statement/Prospectus to their respective stockholders upon such effectiveness. SIC shall also use its commercially reasonable best efforts to fileobtain all necessary state securities Law or “Blue Sky” Permits required to issue the Merger Shares, and MCC shall use reasonable best efforts to furnish all information concerning MCC and the holders of shares of MCC Common Stock as soon as may be reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion requested in good faith. In connection with the foregoing, each any such action. Each of East SIC and Rand MCC shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other and the other’s agents, all information concerning itself, its Subsidiaries, members, managers, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Rand will advise East promptly after it receives any oral or written request by the SEC for amendment of the Proxy Form N-14 Registration Statement or comments thereon and responses thereto any other statement, filing, notice or requests application made by the SEC for additional informationor on behalf of SIC, in each case to the extent related to East or the Stock Purchase, and will promptly provide East with copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to participate in the responses thereto. If, at any time prior to the Closing Date, any information relating to Rand or East, MCC or any of their respective AffiliatesSubsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement and provide the other party with a reasonable opportunity to review and comment on any such document. The information supplied or to be supplied by either SIC or MCC, officers as the case may be, for inclusion in the Form N-14 Registration Statement shall not at the time the Form N-14 Registration Statement is filed with the SEC or directors, should be discovered declared effective by Rand or East that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not SEC contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the generality of the foregoing, prior to the Party that discovers such information Effective Time each party shall promptly notify the other Party hereto party as promptly as practicable (i) upon becoming aware of any event or circumstance that should be described in an amendment to the Form N-14 Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus, and an appropriate amendment or supplement describing such information MCC and SIC shall promptly be filed cooperate in the prompt filing with the SEC of any necessary amendment to the Form N-14 Registration Statement or supplement to the Joint Proxy Statement/Prospectus and, to the extent required under applicable by Law, disseminated to Rand Stockholders; provided that in disseminating the delivery of such notice and the filing of any information contained in such amendment or supplement to stockholders of MCC and SIC and (ii) promptly after the receipt by it of any written or oral comments of the SEC with respect to, or of any written or oral request by the SEC for amendments or supplements to, the Form N-14 Registration Statement or the Joint Proxy Statement/Prospectus, and shall not affect promptly supply the other party with copies of all correspondence between it or be deemed any of its Representatives and the SEC with respect to modify any representation or warranty made by either Party hereunder or otherwise affect of the remedies available hereunder to either Partyforegoing filings. (cii) Each of SIC and MCC shall, if and to the extent required, file with the FTC and the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby if required by the HSR Act as promptly as reasonably practicable following the execution and delivery of this Agreement. Each of SIC and MCC shall (A) cooperate and coordinate with the other in the making of such filings (if required), (B) supply the other with any information that may be required in order to make such filings, (C) supply any additional information that reasonably may be required or requested by the FTC or the DOJ, and (D) take all other actions 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 SIC and MCC shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement in connection with such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement pursuant to the HSR Act, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (iii) Promptly following the date hereof, Rand shall inform the SBA Parties will submit the application for the SEC Exemptive Relief to the Staff of the Stock Purchase take Division of Investment Management of the SEC and thereafter each Party shall provide all such actions supplemental information reasonably requested by the Staff in accordance with SBA regulations connection therewith and guidelines, and make such filings, as may be reasonably necessary shall use its commercially reasonable efforts to obtain the SBASEC Exemptive Relief. In the event the SEC conditions the granting of SEC Exemptive Relief upon a change to the transaction structure or other matters contemplated by this Agreement and the MDLY Merger Agreement, the Parties shall work together in good faith to make such changes and, if and to the extent necessary, to amend this Agreement to reflect such modified terms; provided, however, in no event shall any Party be obligated to agree to any term that adversely changes the economic terms of this Agreement in any material respect or is inconsistent with the assumptions or other provisions set forth in the opinions of such party’s financial advisor. (c) Subject to Applicable Law, each of SIC and MCC shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval and/or consent of which is required for consummation of the continued effectiveness transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Required Approval will not be obtained or that the receipt of the SBA licenses held by Rand or the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not requiredany such approval may be materially delayed.

Regulatory and Other Matters. (a) The Parties parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable all Permits of all third parties the Required Approvals and Governmental Entities and Consents that are necessary or advisable other consents required to consummate the Stock Purchase and defend any lawsuits or other Claims challenging this Agreement or the consummation of the Stock Purchase, and to comply be obtained in connection with the terms Merger and conditions of all such Permits of all such third parties or Governmental Entitiesthe other transactions contemplated by this Agreement. Each of the Parties MCC and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other Party on, in each case subject to applicable Applicable Laws relating to the confidentiality of information, all information relating to Rand MCC or EastSIC, 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 Third Party or any Governmental Entity in connection with obtaining the Stock PurchaseRequired Approvals. In exercising the foregoing right, each of the Parties parties shall act reasonably and as promptly as reasonably practicable. The Parties parties shall consult with each other with respect to the obtaining of all Permits of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase Required Approvals and each Party party will keep the other apprised of the status of matters relating to completion of the Stock Purchasetransactions contemplated by this Agreement. (b) Without in any way limiting the foregoing Section 7.1(a), ): (i) SIC and MCC shall as promptly as reasonably practicable after prepare and file with the date of this AgreementSEC the Form N-14 Registration Statement, Rand shall prepare (with East’s reasonable cooperation), and use its commercially reasonable efforts or an amendment to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement registration statement on Form N-14 previously filed with the SEC. No filing ofEach of SIC and MCC shall use its reasonable best efforts to have the Form N-14 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and MCC and SIC shall promptly mail or amendment deliver the Joint Proxy Statement/Prospectus to their respective stockholders upon such effectiveness. SIC shall also use its reasonable best efforts to obtain all necessary state securities Law or supplement to“Blue Sky” Permits required to issue the Merger Shares and the Settlement Shares, and MCC shall use reasonable best efforts to furnish all information concerning MCC and the Proxy Statement holders of shares of MCC Common Stock as it relates to East or the Stock Purchase will may be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion reasonably requested in good faith. In connection with the foregoing, each any such action. Each of East SIC and Rand MCC shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to the other and the other’s agents, all information concerning itself, its Subsidiaries, members, managers, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Rand will advise East promptly after it receives any oral or written request by the SEC for amendment of the Proxy Form N-14 Registration Statement or comments thereon and responses thereto any other statement, filing, notice or requests application made by the SEC for additional informationor on behalf of SIC, in each case to the extent related to East or the Stock Purchase, and will promptly provide East with copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to participate in the responses thereto. If, at any time prior to the Closing Date, any information relating to Rand or East, MCC or any of their respective AffiliatesSubsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement and provide the other party with a reasonable opportunity to review and comment on any such document. The information supplied or to be supplied by either SIC or MCC, officers as the case may be, for inclusion in the Form N-14 Registration Statement shall not at the time the Form N-14 Registration Statement is filed with the SEC or directors, should be discovered declared effective by Rand or East that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not SEC contain any misstatement untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the generality of the foregoing, prior to the Party that discovers such information Effective Time each party shall promptly notify the other Party hereto party as promptly as practicable (i) upon becoming aware of any event or circumstance that should be described in an amendment to the Form N-14 Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus, and an appropriate amendment or supplement describing such information MCC and SIC shall promptly be filed cooperate in the prompt filing with the SEC of any necessary amendment to the Form N-14 Registration Statement or supplement to the Joint Proxy Statement/Prospectus and, to the extent required under applicable by Law, disseminated to Rand Stockholders; provided that in disseminating the delivery of such notice and the filing of any information contained in such amendment or supplement to stockholders of MCC and SIC and (ii) promptly after the receipt by it of any written or oral comments of the SEC with respect to, or of any written or oral request by the SEC for amendments or supplements to, the Form N-14 Registration Statement or the Joint Proxy Statement/Prospectus, and shall not affect promptly supply the other party with copies of all correspondence between it or be deemed any of its Representatives and the SEC with respect to modify any representation or warranty made by either Party hereunder or otherwise affect of the remedies available hereunder to either Partyforegoing filings. (cii) Each of SIC and MCC shall, if and to the extent required (and only to the extent the prior approval and/or expiration of the applicable waiting period is no longer valid), file with the FTC and the DOJ a Notification and Report Form (or an amendment to a previously filed Notification and Report Form) relating to this Agreement and the transactions contemplated hereby if required by the HSR Act as promptly as reasonably practicable following the execution and delivery of this Agreement. Each of SIC and MCC shall (A) cooperate and coordinate with the other in the making of such filings (if required), (B) supply the other with any information that may be required in order to make such filings (if required), (C) supply any additional information that reasonably may be required or requested by the FTC or the DOJ, and (D) if required, take all other actions 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 SIC and MCC shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement in connection with any such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement pursuant to the HSR Act, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. (iii) Promptly following the date hereof, Rand shall inform the SBA Parties will submit an amendment to the application for the SEC Exemptive Relief to the Staff of the Stock Purchase take Division of Investment Management of the SEC and thereafter each Party shall provide all such actions supplemental information reasonably requested by the Staff in accordance with SBA regulations connection therewith and guidelines, and make such filings, as may be reasonably necessary shall use its commercially reasonable efforts to obtain the SBASEC Exemptive Relief. In the event the SEC conditions the granting of SEC Exemptive Relief upon a change to the transaction structure or other matters contemplated by this Agreement and the MDLY Merger Agreement, the Parties shall work together in good faith to make such changes and, if and to the extent necessary, to amend this Agreement to reflect such modified terms; provided, however, in no event shall any Party be obligated to agree to any term that adversely changes the economic terms of this Agreement in any material respect or is inconsistent with the assumptions or other provisions set forth in the opinions of such party’s financial advisor. (c) Subject to Applicable Law, each of SIC and MCC shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval and/or consent of which is required for consummation of the continued effectiveness transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Required Approval will not be obtained or that the receipt of the SBA licenses held by Rand or the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not requiredany such approval may be materially delayed.

Regulatory and Other Matters. (a) The Parties Company 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 all reasonable efforts to have the S-4 declared effective under the Act as promptly as practicable after such filing, and the Company shall thereafter mail the Proxy Statement to its shareholders. Parent and the Company shall cooperate to ensure that all shares of Parent Common Stock to be issued in the Merger are registered with the SEC or are subject to agreements which provide for such registration. (b) The Company shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable after the date on which the S-4 is declared effective by the SEC for the purpose of voting upon the approval of this Agreement and the consummation of the transactions contemplated hereby. The Company shall, through its Board of Directors, except to the extent legally required for the discharge of the fiduciary duties of such board, recommend to its shareholders approval of this Agreement and the transactions contemplated hereby. (c) The parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits permits, consents, approvals and authorizations of all third parties and Governmental Entities and Consents that which are necessary or advisable to consummate the Stock Purchase and defend any lawsuits or other Claims challenging transactions contemplated by this Agreement or the consummation of the Stock Purchase, and to comply with the terms and conditions of all such Permits of all such third parties or Governmental Entities. Each of the Parties shall have the right to review in advance, and, (it being understood that any amendments to the extent practicableS-4 as a consequence of a subsequent proposed merger, each will consult with the other Party on, in each case subject to applicable Laws relating to the confidentiality of information, all information relating to Rand stock purchase or East, as the case may be, and similar acquisition by Parent or 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 Stock Purchase. In exercising the foregoing right, each of the Parties its Subsidiaries shall act reasonably and as promptly as reasonably practicablenot violate this covenant). The Parties shall parties hereto agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement and each Party party will keep the other apprised of the status of matters relating to completion of the Stock Purchasetransactions contemplated herein. (bd) Without in any way limiting Parent and the foregoing Section 7.1(a), as promptly as reasonably practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation), and use its commercially reasonable efforts to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion in good faith. In connection with the foregoing, each of East and Rand Company shall, upon request, furnish, and cause its accountants and furnish each other agents and service providers to furnish to the other and the other’s agents, with all information concerning itselfthemselves, its their Subsidiaries, members, managers, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Rand will advise East promptly after it receives any oral or written request by , the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, in each case to the extent related to East or the Stock Purchase, and will promptly provide East with copies of any written communication from the SEC S-4 or any state securities commission and a reasonable opportunity to participate in other statement, filing, notice or application made by or on behalf of Parent, the responses thereto. If, at any time prior to the Closing Date, any information relating to Rand or East, Company or any of their respective Affiliates, officers or directors, should be discovered by Rand or East that should be set forth Subsidiaries to any Governmental Entity in an amendment or supplement to connection with the Proxy Statement, so that the Proxy Statement would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify Merger and the other Party hereto and an appropriate amendment or supplement describing such information shall promptly be filed with the SEC and, to the extent required under applicable Law, disseminated to Rand Stockholders; provided that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made transactions contemplated by either Party hereunder or otherwise affect the remedies available hereunder to either Partythis Agreement. (c) Promptly following the date hereof, Rand shall inform the SBA of the Stock Purchase take such actions in accordance with SBA regulations and guidelines, and make such filings, as may be reasonably necessary to obtain the SBA’s approval and/or consent of the continued effectiveness of the SBA licenses held by Rand or the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not required.

Regulatory and Other Matters. (a) The Parties parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits permits, consents, approvals, authorizations and orders or waivers thereof, of all third parties and Governmental Entities and Consents that which are necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement. Parent and defend any lawsuits or other Claims challenging this Agreement or Seller shall be responsible for obtaining all such permits, consents, approvals, authorizations and orders in connection with the consummation organization of Trust Company and the substitution of Trust Company as fiduciary with respect to the Trust Accounts, including but not limited to, (i) the approval of the Stock PurchaseBanking Department with respect to the organization of Trust Company, (ii) the approval by the Banking Department of the establishment of Parent as a New York bank holding company, and to comply (iii) the entry by the Supreme Court of the Section 154 Order, and all costs and expenses associated therewith shall be borne by Seller. Purchaser shall be responsible for obtaining all such permits, consents, approvals, authorizations and orders in connection with the terms and conditions of all such Permits of all such third parties or Governmental Entities. Each Merger, including but not limited to (i) the approval of the Parties FDIC and Banking Department of the Merger and (ii) the filing by the Superintendent of Banks of the Banking Department of the certificate of merger, and all costs and expenses associated therewith shall be borne by Purchaser. Purchaser, Parent and Seller shall have the right to review in advance, and, and to the extent practicable, practicable each will consult with the other Party on, in each case subject to applicable Laws laws relating to the confidentiality exchange of information, all the information relating to Rand Purchaser, Parent, or EastSeller, as the case may be, and any of their respective Subsidiaries, that appear which appears in any filing filing, application or petition made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Stock Purchase. In exercising transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide Parent or Seller with a right to review any information provided by Purchaser, or Purchaser with a right to review any information provided by Parent or Seller, to any Governmental Entity on a confidential basis in connection with the foregoing right, each of the Parties shall act reasonably and as promptly as reasonably practicabletransactions contemplated hereby. The Parties shall parties hereto agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals, authorizations and orders of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement and each Party party will keep the other apprised of the status of matters relating to completion of the Stock Purchase. transactions contemplated herein. Purchaser shall have the right to review and to approve all written materials to be used by Parent or Seller, as applicable, in connection with obtaining all consents, approvals, authorizations and orders necessary to consummate the transactions contemplated by this Agreement (including, without limitation, the application to the Banking Department in connection with the organization of Trust Company, the Section 154 Petition and any notices mailed or published in accordance with Section 154 of the NYBL). Seller shall have the right to review and to approve all written materials to be used by Purchaser in connection with obtaining all consents, approvals, authorizations and orders necessary to consummate the transactions contemplated by this Agreement (including, without limitation, the application to the FDIC and Banking Department for approval of the Merger). In exercising the foregoing rights and obligations, each of the parties hereto shall act reasonably and as promptly as practicable. (b) Without in any way limiting the foregoing Section 7.1(a)Purchaser, as promptly as reasonably practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation), Parent and use its commercially reasonable efforts to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion in good faith. In connection with the foregoing, each of East and Rand Seller shall, upon request, furnish, and cause its accountants and furnish each other agents and service providers to furnish to the other and the other’s agents, with all reasonable information concerning itselfthemselves, its their respective Subsidiaries, members, managers, directors, officers and stockholders stockholders, and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Rand will advise East promptly after it receives any oral statement, filing, notice or written request application made by the SEC for amendment or on behalf of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationPurchaser, in each case to the extent related to East or the Stock PurchaseParent, and will promptly provide East with copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to participate in the responses thereto. If, at any time prior to the Closing Date, any information relating to Rand or East, Seller or any of their respective Affiliates, officers or directors, should be discovered by Rand or East that should be set forth Subsidiaries to any Governmental Entity in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party hereto and an appropriate amendment or supplement describing such information shall promptly be filed connection with the SEC andtransactions contemplated by this Agreement; provided, to the extent required under applicable Lawhowever, disseminated to Rand Stockholders; provided that the delivery of such notice and the filing of any such amendment or supplement nothing contained herein shall not affect or be deemed to modify provide Parent or Seller with a right to any representation information provided by Purchaser, or warranty made Purchaser with a right to any information provided by either Party hereunder Parent or otherwise affect Seller, to any Governmental Entity on a confidential basis in connection with the remedies available hereunder to either Party. transactions contemplated hereby. (c) Promptly following the date hereofPurchaser, Rand Parent and Seller shall inform the SBA promptly advise each other upon receiving any communication from any Governmental Entity whose consent, authorization or approval is required for consummation of the Stock Purchase take transactions contemplated by this Agreement or any communication from any third party made in connection with any such actions consent, authorization or approval (including, in accordance the case of Seller, any written objection with SBA regulations and guidelines, and make such filings, as may be reasonably necessary respect to obtain the SBA’s approval and/or consent of the continued effectiveness of the SBA licenses held by Rand or the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not requiredSection 154 Petition).

Regulatory and Other Matters. (a) The Parties parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits permits, consents, approvals, authorizations and orders of all third parties and Governmental Entities and Consents that which are necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement. HSBC shall be responsible for obtaining all such permits, consents, approvals, authorizations and defend any lawsuits or other Claims challenging this Agreement or orders in connection with the consummation organization of Trust Company and the substitution of Trust Company as fiduciary with respect to the Trust Accounts, including but not limited to, (i) the approval of the Stock PurchaseBanking Department with respect to the organization of Trust Company, (ii) the entry by the Supreme Court of the Section 154 Order and (iii) the consent of the OCC with respect to the establishment of Trust Company, and to comply all costs and expenses associated therewith shall be borne by HSBC. Alliance shall be responsible for obtaining all such permits, consents, approvals, authorizations and orders in connection with the terms and conditions of all such Permits of all such third parties or Governmental Entities. Each Merger, including but not limited to (i) the approval of the Parties Banking Department of the Merger and (ii) the filing by the Superintendent of Banking of the Banking Department of the certificate of merger, and all costs and expenses associated therewith shall be borne by Alliance. Alliance and HSBC shall have the right to review in advance, and, and to the extent practicable, practicable each will consult with the other Party on, in each case subject to applicable Laws laws relating to the confidentiality exchange of information, all the information relating to Rand Alliance, HSBC or EastTrust Company, as the case may be, and any of their respective Subsidiaries, that which appear in any filing filing, application or petition made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Stock Purchase. In exercising transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide HSBC with a right to review any information provided by Alliance, or Alliance with a right to review any information provided by HSBC, to any Governmental Entity on a confidential basis in connection with the foregoing right, each of the Parties shall act reasonably and as promptly as reasonably practicabletransactions contemplated hereby. The Parties shall parties hereto agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals, authorizations and orders of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement and each Party party will keep the other apprised of the status of matters relating to completion of the Stock Purchase. (b) Without in any way limiting transactions contemplated herein. Alliance shall have the foregoing Section 7.1(a), as promptly as reasonably practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation), and use its commercially reasonable efforts to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity right to review and comment thereon, which comments Rand will consider for inclusion to approve all written materials to be used by HSBC in good faith. In connection with obtaining all consents, approvals, authorizations and orders necessary to consummate the foregoingtransactions contemplated by this Agreement (including, each of East and Rand shallwithout limitation, upon request, furnish, and cause its accountants and other agents and service providers to furnish the application to the other and the other’s agents, all information concerning itself, its Subsidiaries, members, managers, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable Banking Department in connection with the Proxy Statement. Rand will advise East promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, in each case to the extent related to East or the Stock Purchase, and will promptly provide East with copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to participate in the responses thereto. If, at any time prior to the Closing Date, any information relating to Rand or East, or any of their respective Affiliates, officers or directors, should be discovered by Rand or East that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party hereto and an appropriate amendment or supplement describing such information shall promptly be filed with the SEC and, to the extent required under applicable Law, disseminated to Rand Stockholders; provided that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by either Party hereunder or otherwise affect the remedies available hereunder to either Party. (c) Promptly following the date hereof, Rand shall inform the SBA of the Stock Purchase take such actions in accordance with SBA regulations and guidelines, and make such filings, as may be reasonably necessary to obtain the SBA’s approval and/or consent of the continued effectiveness of the SBA licenses held by Rand or the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not required.71

Regulatory and Other Matters. (a) The Subject to the terms and conditions of this Agreement, the Parties shall reasonably cooperate with each other and use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits of all third parties and Governmental Entities and all Consents of third parties, in each case, that are necessary or advisable to consummate the Stock Purchase Transactions in the most expeditious manner reasonably practicable and defend any lawsuits or other Claims Actions challenging this Agreement or the consummation of the Stock PurchaseTransactions, and to comply with the terms and conditions of all such Permits and Consents of all such third parties or and Governmental Entities. Each of the Parties shall have the right to review in advance, and, to the extent practicable, each will consult with the other Party on, in each case subject to applicable Laws relating to the confidentiality of information, all information relating to Rand SSIC or EastCALP, as the case may be, and any of their respective SubsidiariesAffiliates, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Stock PurchaseTransactions. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as reasonably practicable. The Parties shall consult with each other with respect to the obtaining of all Permits Consents of all third parties and Permits of Governmental Entities necessary or advisable to consummate the Stock Purchase Transactions and each Party will keep the other apprised of the status of matters relating to completion of the Stock PurchaseTransactions. Notwithstanding anything to the contrary in this Agreement, neither Party nor any of its Affiliates will be obligated to, and without the consent of CALP (which shall not be unreasonably withheld, delayed or conditioned), neither SSIC nor any of its Affiliates will, grant or offer to grant any material accommodation or concession (financial or otherwise), or make any payment, to any third party in connection with seeking or obtaining its Consent in connection with the Transactions. (b) Without in any way limiting the foregoing Section 7.1(a), as promptly as reasonably practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation), and use its commercially reasonable efforts Subject to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion in good faith. In connection with the foregoingapplicable Law, each of East CALP and Rand shall, upon request, furnish, and cause its accountants and other agents and service providers to furnish to SSIC shall promptly advise the other and upon receiving any communication from any Governmental Entity the other’s agents, all information concerning itself, its Subsidiaries, members, managers, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Rand will advise East promptly after it receives any oral or written request by the SEC Consent of which is required for amendment consummation of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, in each case Transactions that causes such Party to the extent related to East or the Stock Purchase, and will promptly provide East with copies of any written communication from the SEC or any state securities commission and believe that there is a reasonable opportunity to participate in the responses thereto. If, at likelihood that any time prior to the Closing Date, any information relating to Rand such Consent will not be obtained or East, or any of their respective Affiliates, officers or directors, should be discovered by Rand or East that should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party hereto and an appropriate amendment or supplement describing such information shall promptly be filed with the SEC and, to the extent required under applicable Law, disseminated to Rand Stockholders; provided that the delivery of such notice and the filing receipt of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made by either Party hereunder or otherwise affect the remedies available hereunder to either Party. (c) Promptly following the date hereof, Rand shall inform the SBA of the Stock Purchase take such actions in accordance with SBA regulations and guidelines, and make such filings, as Consent may be reasonably necessary to obtain the SBA’s approval and/or consent of the continued effectiveness of the SBA licenses held by Rand or the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not requiredmaterially delayed.

Regulatory and Other Matters. (a) The Parties parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits permits, consents, approvals and authorizations of all third parties and Governmental Entities and Consents that third parties which are necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement. BFHI and defend any lawsuits or other Claims challenging this Agreement or the consummation of the Stock Purchase, and to comply with the terms and conditions of all such Permits of all such third parties or Governmental Entities. Each of the Parties USAB shall have the right to review in advance, and, and to the extent practicable, practicable each will consult with the other Party on, in each case subject to applicable Laws laws relating to the confidentiality exchange of information, all the information relating to Rand or East, as the case may be, and any of their respective Subsidiaries, that appear which appears in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the Stock Purchasetransactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as reasonably practicable. The Parties shall parties hereto agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement and each Party party will keep the other apprised of the status of matters relating to completion of the Stock Purchasetransactions contemplated herein. Subject to the requirements of this Section 5.3(a), BFHI shall use its reasonable best efforts to file all regulatory applications and other required documentation with Governmental Entities no later than forty-five (45) days after the date hereof or as soon thereafter as is practicable. (b) Without in any way limiting the foregoing Section 7.1(a), as promptly as reasonably practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation), BFHI and use its commercially reasonable efforts to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion in good faith. In connection with the foregoing, each of East and Rand USAB shall, upon request, furnish, and cause its accountants and furnish each other agents and service providers to furnish to the other and the other’s agents, with all information concerning itselfthemselves, its their respective Subsidiaries, members, managers, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Rand will advise East promptly after it receives any oral statement, filing, notice or written request application made by the SEC for amendment or on behalf of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationBFHI, in each case to the extent related to East or the Stock Purchase, and will promptly provide East with copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to participate in the responses thereto. If, at any time prior to the Closing Date, any information relating to Rand or East, USAB or any of their respective Affiliates, officers or directors, should be discovered by Rand or East that should be set forth Subsidiaries to any Governmental Entity in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party hereto and an appropriate amendment or supplement describing such information shall promptly be filed connection with the SEC and, to the extent required under applicable Law, disseminated to Rand Stockholders; provided that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made transactions contemplated by either Party hereunder or otherwise affect the remedies available hereunder to either Partythis Agreement. (c) Promptly following BFHI and USAB shall promptly furnish each other with copies of written communications received by BFHI or USAB, as the date hereofcase may be, Rand shall inform the SBA from or delivered by any of the Stock Purchase take such actions foregoing to, any Governmental Entity in accordance with SBA regulations and guidelines, and make such filings, as may be reasonably necessary to obtain the SBA’s approval and/or consent respect of the continued effectiveness of the SBA licenses held transactions contemplated by Rand or the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not requiredthis Agreement.

Regulatory and Other Matters. (a) The Parties parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits permits, consents, approvals, authorizations and orders of all third parties and Governmental Entities and Consents that which are necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement. Seller shall be responsible for obtaining all such permits, consents, approvals, authorizations and defend any lawsuits or other Claims challenging this Agreement or orders in connection with the consummation organization of Trust Company and the substitution of Trust Company as fiduciary with respect to the Trust Accounts, including but not limited to, (i) the approval of the Stock PurchaseBanking Department with respect to the organization of Trust Company, (ii) the entry by the Supreme Court of the Section 154 Order and (iii) the consents listed on Schedule 3.6(a). Purchaser shall be responsible for obtaining all such permits, consents, approvals, authorizations and orders that are required by it in connection with the Merger, including but not limited to (i) the approval of the OCC and, if applicable, the FDIC of the Merger and (ii) the issuance by the OCC of a certificate authorizing the Merger, and to comply with the terms all costs and conditions of all such Permits of all such third parties or Governmental Entitiesexpenses associated therewith shall be borne by Purchaser. Each of the Parties Purchaser and Seller shall have the right to review in advance, and, and to the extent practicable, practicable each will consult with the other Party on, in each case subject to applicable Laws laws relating to the confidentiality exchange of information, all the information relating to Rand Purchaser, Seller or EastTrust Company, as the case may be, and any of their respective Subsidiaries, that which appear in any filing filing, application or petition made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Stock Purchase. In exercising transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide Seller with a right to review any information provided by Purchaser, or Purchaser with a right to review any information provided by Seller, to any Governmental Entity on a confidential basis in connection with the foregoing right, each of the Parties shall act reasonably and as promptly as reasonably practicabletransactions contemplated hereby. The Parties shall parties hereto agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals, authorizations and orders of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement and each Party party will keep the other apprised of the status of matters relating to completion of the Stock Purchasetransactions contemplated herein. Purchaser shall have the right to review and to approve all written materials to be used by Seller in connection with obtaining all consents, approvals, authorizations and orders necessary to consummate the transactions contemplated by this Agreement (including, without limitation, the application to the Banking Department in connection with the organization of Trust Company, the Section 154 Petition and any notices mailed or published in accordance with Section 154 of the NYBL). Seller shall have the right to review and to approve all written materials to be used by Purchaser in connection with obtaining all consents, approvals, authorizations and orders necessary to consummate the transactions contemplated by this Agreement (including, without limitation, the application to the OCC for approval of the Merger). In exercising the foregoing rights and obligations, each of the parties hereto shall act reasonably and as promptly as practicable. (b) Without in any way limiting the foregoing Section 7.1(a), as promptly as reasonably practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation), Purchaser and use its commercially reasonable efforts to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion in good faith. In connection with the foregoing, each of East and Rand Seller shall, upon request, furnish, and cause its accountants and furnish each other agents and service providers to furnish to the other and the other’s agents, with all reasonable information concerning itselfthemselves, its their respective Subsidiaries, members, managers, directors, officers and stockholders stockholders, and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Rand will advise East promptly after it receives any oral statement, filing, notice or written request application made by the SEC for amendment or on behalf of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationPurchaser, in each case to the extent related to East or the Stock PurchaseSeller, and will promptly provide East with copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to participate in the responses thereto. If, at any time prior to the Closing Date, any information relating to Rand or East, Trust Company or any of their respective Affiliates, officers or directors, should be discovered by Rand or East that should be set forth Subsidiaries to any Governmental Entity in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party hereto and an appropriate amendment or supplement describing such information shall promptly be filed connection with the SEC andtransactions contemplated by this Agreement; provided, to the extent required under applicable Lawhowever, disseminated to Rand Stockholders; provided that the delivery of such notice and the filing of any such amendment or supplement nothing contained herein shall not affect or be deemed to modify provide Seller with a right to any representation information provided by Purchaser, or warranty made Purchaser with a right to any information provided by either Party hereunder or otherwise affect Seller, to any Governmental Entity on a confidential basis in connection with the remedies available hereunder to either Partytransactions contemplated hereby. (c) Promptly following the date hereofPurchaser and Seller shall promptly advise each other upon receiving (i) any communication from any Governmental Entity whose consent, Rand shall inform the SBA authorization or approval is required for consummation of the Stock Purchase take transactions contemplated by this Agreement that relates to such actions consent, authorization or approval or (ii) any communication from any third party made in accordance connection with SBA regulations and guidelinesany such consent, and make such filingsauthorization or approval (including, as may be reasonably necessary in the case of Seller or Trust Company, any written objection with respect to obtain the SBA’s approval and/or consent of the continued effectiveness of the SBA licenses held by Rand or the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not requiredSection 154 Petition).

Regulatory and Other Matters. (a) To the extent that Group utilizes any written solicitation material to obtain the consents required by Section 5.2 hereof, Group shall provide R&G with a reasonable opportunity to review such material prior to its use. R&G 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 the R&G Debenture pursuant to the Merger and all other transactions contemplated by this Agreement, and Group shall furnish all information concerning Group and the holders of Group Common Stock as may be reasonably requested in connection with any such action. (b) The Parties parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits permits, consents, approvals and authorizations of all third parties and Governmental Entities and Consents that third parties which are necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement. R&G and defend any lawsuits or other Claims challenging this Agreement or the consummation of the Stock Purchase, and to comply with the terms and conditions of all such Permits of all such third parties or Governmental Entities. Each of the Parties Group shall have the right to review in advance, and, and to the extent practicable, practicable each will consult with the other Party on, in each case subject to applicable Laws laws relating to the confidentiality exchange of information, all the information relating to Rand or East, as the case may be, and any of their respective Subsidiaries, that appear which appears in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the Stock Purchasetransactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties parties hereto shall act reasonably and as promptly as reasonably practicable. The Parties shall parties hereto agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement and each Party party will keep the other apprised of the status of matters relating to completion of the Stock Purchasetransactions contemplated herein. Subject to the requirements of this Section 5.3(b), R&G agrees to file all regulatory applications and other required documentation with Governmental Entities by February 15, 2001, unless such date is extended with the permission of Group, which consent shall not be unreasonably withheld. (bc) Without in any way limiting the foregoing Section 7.1(a), as promptly as reasonably practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation), R&G and use its commercially reasonable efforts to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion in good faith. In connection with the foregoing, each of East and Rand Group shall, upon request, furnish, and cause its accountants and furnish each other agents and service providers to furnish to the other and the other’s agents, with all information concerning itselfthemselves, its their respective Subsidiaries, members, managers, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Rand will advise East promptly after it receives any oral statement, filing, notice or written request application made by the SEC for amendment or on behalf of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationR&G, in each case to the extent related to East or the Stock Purchase, and will promptly provide East with copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to participate in the responses thereto. If, at any time prior to the Closing Date, any information relating to Rand or East, Group or any of their respective Affiliates, officers or directors, should be discovered by Rand or East that should be set forth Subsidiaries to any Governmental Entity in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party hereto and an appropriate amendment or supplement describing such information shall promptly be filed connection with the SEC and, to the extent required under applicable Law, disseminated to Rand Stockholders; provided that the delivery of such notice and the filing of any such amendment or supplement shall not affect or be deemed to modify any representation or warranty made transactions contemplated by either Party hereunder or otherwise affect the remedies available hereunder to either Partythis Agreement. (cd) Promptly following R&G and Group shall promptly furnish each other with copies of written communications received by, R&G or Group, as the date hereofcase may be, Rand shall inform the SBA from or delivered by any of the Stock Purchase take such actions foregoing to, any Governmental Entity in accordance with SBA regulations and guidelines, and make such filings, as may be reasonably necessary to obtain the SBA’s approval and/or consent respect of the continued effectiveness of the SBA licenses held transactions contemplated by Rand or the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not requiredthis Agreement.

Regulatory and Other Matters. (a) The Parties parties hereto shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Permits permits, consents, approvals, authorizations and orders or waivers thereof, of all third parties and Governmental Entities and Consents that which are necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement. Parent and defend any lawsuits or other Claims challenging this Agreement or Seller shall be responsible for obtaining all such permits, consents, approvals, authorizations and orders in connection with the consummation organization of Trust Company and the substitution of Trust Company as fiduciary with respect to the Trust Accounts, including but not limited to, (i) the approval of the Stock PurchaseBanking Department with respect to the organization of Trust Company, (ii) the approval by the Banking Department of the establishment of Parent as a New York bank holding company, and to comply (iii) the entry by the Supreme Court of the Section 154 Order, and all costs and expenses associated therewith shall be borne by Seller. Purchaser shall be responsible for obtaining all such permits, consents, approvals, authorizations and orders in connection with the terms and conditions of all such Permits of all such third parties or Governmental Entities. Each Merger, including but not limited to (i) the approval of the Parties FDIC and Banking Department of the Merger and (ii) the filing by the Superintendent of Banks of the Banking Department of the certificate of merger, and all costs and expenses associated therewith shall be borne by Purchaser. Purchaser, Parent and Seller shall have the right to review in advance, and, and to the extent practicable, practicable each will consult with the other Party on, in each case subject to applicable Laws laws relating to the confidentiality exchange of information, all the information relating to Rand Purchaser, Parent, or EastSeller, as the case may be, and any of their respective Subsidiaries, that appear which appears in any filing filing, application or petition made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Stock Purchase. In exercising transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide Parent or Seller with a right to review any information provided by Purchaser, or Purchaser with a right to review any information provided by Parent or Seller, to any Governmental Entity on a confidential basis in connection with the foregoing right, each of the Parties shall act reasonably and as promptly as reasonably practicabletransactions contemplated hereby. The Parties shall parties hereto agree that they will consult with each other with respect to the obtaining of all Permits permits, consents, approvals, authorizations and orders of all third parties and Governmental Entities necessary or advisable to consummate the Stock Purchase transactions contemplated by this Agreement and each Party party will keep the other apprised of the status of matters relating to completion of the Stock Purchasetransactions contemplated herein. Purchaser shall have the right to review and to approve all written materials to be used by Parent or Seller, as applicable, in connection with obtaining all consents, approvals, authorizations and orders necessary to consummate the transactions contemplated by this Agreement (including, without limitation, the application to the Banking Department in connection with the organization of Trust Company, the Section 154 Petition and any notices mailed or published in accordance with Section 154 of the NYBL). Seller shall have the right to review and to approve all written materials to be used by Purchaser in connection with obtaining all consents, approvals, authorizations and orders necessary to consummate the transactions contemplated by this Agreement (including, without limitation, the application to the FDIC and Banking Department for approval of the Merger). In exercising the foregoing rights and obligations, each of the parties hereto shall act reasonably and as promptly as practicable. (b) Without in any way limiting the foregoing Section 7.1(a)Purchaser, as promptly as reasonably practicable after the date of this Agreement, Rand shall prepare (with East’s reasonable cooperation), Parent and use its commercially reasonable efforts to file, as soon as reasonably practicable following the date of this Agreement, the preliminary Proxy Statement with the SEC. No filing of, or amendment or supplement to, the Proxy Statement as it relates to East or the Stock Purchase will be made by Rand without providing East a reasonable opportunity to review and comment thereon, which comments Rand will consider for inclusion in good faith. In connection with the foregoing, each of East and Rand Seller shall, upon request, furnish, and cause its accountants and furnish each other agents and service providers to furnish to the other and the other’s agents, with all reasonable information concerning itselfthemselves, its their respective Subsidiaries, members, managers, directors, officers and stockholders stockholders, and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement. Rand will advise East promptly after it receives any oral statement, filing, notice or written request application made by the SEC for amendment or on behalf of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional informationPurchaser, in each case to the extent related to East or the Stock PurchaseParent, and will promptly provide East with copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to participate in the responses thereto. If, at any time prior to the Closing Date, any information relating to Rand or East, Seller or any of their respective Affiliates, officers or directors, should be discovered by Rand or East that should be set forth Subsidiaries to any Governmental Entity in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not contain any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Party hereto and an appropriate amendment or supplement describing such information shall promptly be filed connection with the SEC andtransactions contemplated by this Agreement; provided, to the extent required under applicable Lawhowever, disseminated to Rand Stockholders; provided that the delivery of such notice and the filing of any such amendment or supplement nothing contained herein shall not affect or be deemed to modify provide Parent or Seller with a right to any representation information provided by Purchaser, or warranty made Purchaser with a right to any information provided by either Party hereunder Parent or otherwise affect Seller, to any Governmental Entity on a confidential basis in connection with the remedies available hereunder to either Partytransactions contemplated hereby. (c) Promptly following the date hereofPurchaser, Rand Parent and Seller shall inform the SBA promptly advise each other upon receiving any communication from any Governmental Entity whose consent, authorization or approval is required for consummation of the Stock Purchase take transactions contemplated by this Agreement or any communication from any third party made in connection with any such actions consent, authorization or approval (including, in accordance the case of Seller, any written objection with SBA regulations and guidelines, and make such filings, as may be reasonably necessary respect to obtain the SBA’s approval and/or consent of the continued effectiveness of the SBA licenses held by Rand or the SBIC Subsidiary (the “SBA Approval”) or to receive confirmation that SBA Approval is not requiredSection 154 Petition).