Common use of Regulatory Applications Clause in Contracts

Regulatory Applications. (a) Acquiror and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable. Each of Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Summit and the Company GAFC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Summit and the Company GAFC shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Western and the Company PNB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Western and PNB shall use their reasonable best efforts to make all required bank regulatory filings, including the appropriate filing with the Regulatory Authorities. Each of Acquiror Western and the Company PNB shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror and 7.16.1. Each of the Company and Recap and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror and the Company and Recap shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised parties appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) 7.16.2. Each of Acquiror and the Company party agrees, upon request, to furnish the other party parties with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party parties or any of its their respective Subsidiaries to any third party or Governmental AuthorityEntity.

Regulatory Applications. (a) Acquiror Sky and the Company Metropolitan and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare prepare, within 45 days of the execution of this Agreement, all documentationdocumentation and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Sky and the Company Metropolitan shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party party, Governmental Authority or Governmental Regulatory Authority.

Regulatory Applications. (a) Acquiror United and the Company CBTC and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as promptly as reasonably practicableapplicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of Acquiror United and the Company CBTC shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicablepracticable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Sky and the Company SBI and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare prepare, within 45 days of the execution of this Agreement, all documentationdocumentation and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Sky and the Company SBI shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party party, Governmental Authority or Governmental Regulatory Authority.

Regulatory Applications. (a) Acquiror FBS and the Company USBC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement Agreement, including, without limitation, any such approvals or authorizations required by the Federal Reserve Board, the OCC and, to the extent necessary, the regulatory authorities of the States in which USBC and its Subsidiaries operate, and (ii) to cause the Merger to be consummated as expeditiously as reasonably practicable. Provided USBC has cooperated as required above, FBS agrees to file the requisite applications to be filed by it with the Federal Reserve, the OCC and, to the extent necessary, the regulatory authorities of the States in which USBC and its Subsidiaries operate, as promptly as reasonably practicable. Each of Acquiror FBS and the Company USBC shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or Governmental any Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Regulatory Authority.

Regulatory Applications. (a) Acquiror and the Company and their respective Subsidiaries subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable. Each of Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Wachovia and the Company IJL and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and parties, Governmental Authorities and Self-Regulatory Organizations necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Wachovia and the Company IJL shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or party, any Governmental Authority or any Self-Regulatory Organization in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and parties, Governmental Authorities and Self-Regulatory Organizations necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. (c) Notwithstanding the foregoing, Wachovia shall not be obligated to provide any confidential portions of any of the foregoing.

Regulatory Applications. (a) Acquiror Rurban and the Company Exchange and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, without limitation, those required to be filed pursuant to the BHCA, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Rurban and the Company Exchange shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental or Regulatory Authority.

Regulatory Applications. (a) Acquiror Each of the parties shall, as soon as practicable after the date of this Agreement, file all applications that it is responsible to file with all applicable regulatory authorities, including (a) an application to the DFI for approval of the Bank Merger under the CFC, (b) an application to the FDIC for approval of the Bank Merger under Section 18(c) of the Federal Deposit Insurance Act and (c) an application to the FRB under Sections 3 and 4 of the Bank Holding Company Act of 1956 or an application for a waiver from consideration under these provisions as appropriate (together, the "REGULATORY APPLICATIONS"), and their respective Subsidiaries shall cooperate and use their respective commercially reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement respond as promptly as reasonably practicablepracticable to all inquiries received concerning said Regulatory Applications. Each of Acquiror and the Company GBC shall have the right cause GBC Venture Capital, Inc. to review in advance, and merge into GBC immediately prior to the extent practicable each will consult with the other (subject Effective Time; provided, that GBC shall not be required to cause such merger if it would result in each case a detriment to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated herebyGBC. (b) Each In the event that the appearance of Acquiror and the Company agreesany officers, upon requestdirectors or employees, to furnish the other or counsel, of any party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable is requested at any hearing in connection with such Regulatory Application, the party whose representative is so requested to appear shall make commercially reasonable efforts to arrange for those appearances. The parties shall promptly advise each other upon receiving any filingcommunication from any Governmental Entity whose consent or approval is required for consummation of the Bank Merger or the Merger that causes such party to believethat there is a reasonable likelihood that any required Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed or conditioned. In the event the Bank Merger or the Merger is challenged or opposed by any administrative or legal proceeding, notice whether by the United States Department of Justice or application made by otherwise, the parties shall consult with each other and decide upon a reasonable course of action designed to bring about consummation of the Bank Merger or on behalf the Merger, and shall use commercially reasonable efforts to defend any litigation seeking to enjoin, prevent or delay consummation of such other party the Bank Merger or any of its Subsidiaries to any third party or Governmental Authoritythe Merger.

Regulatory Applications. (a) Acquiror and Each of the Company and Recap and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror and the Company and Recap shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental AuthorityEntity.

Regulatory Applications. (a) Acquiror United and the Company Centra and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided, that United shall not be required to agree to any condition or take any action if such agreements or the taking of such action is reasonably practicablelikely to result in a condition or restriction having an effect of the type referred to in Section 8.01(b). Each of Acquiror United and the Company Centra shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law (i) promptly advise Centra of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby, (ii) provide Centra with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Centra with the opportunity to participate in any meetings or substantive telephone conversations that United or its Subsidiaries or their respective representatives may have from time to time with any Governmental Authority with respect to the transactions contemplated by this Agreement. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Parent and the Company and their respective Subsidiaries shall will cooperate and use their respective reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicablePlan, and Parent will make all necessary regulatory filings within 20 days of the date hereof. Each of Acquiror Parent and the Company shall will have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange confidentiality of information) with respect , all the information relating to such party and any of its respective subsidiaries, that appear in any filing made with, or written materials submitted to, all material written information submitted to any third party or any Governmental Authority Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of Acquiror and the Company parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations (collectively, “Approvals”) of all third parties and Governmental Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement Plan, and each party will keep the other party apprised of the status of material matters relating to such Approvals and completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries with or to any third party or Governmental AuthorityEntity.

Regulatory Applications. (a) Acquiror Mutual First and the Company ▇▇▇▇▇▇ and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Mutual First and the Company ▇▇▇▇▇▇ shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Buyer, Acquisition Sub and the Company Seller and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, without limitation, those required to be filed pursuant to the HSR Act and the BHC Act, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Buyer and the Company Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental or Regulatory Authority.

Regulatory Applications. (a) Acquiror Parent, Merger Sub, and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicablePlan, and Parent shall make all necessary regulatory filings within 20 days of the date hereof. Each of Acquiror Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations (collectively, “Approvals”) of all third parties and Governmental Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party apprised appraised of the status of material matters relating to such Approvals and completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries with or to any third party or Governmental AuthorityEntity.

Regulatory Applications. (a) The Acquiror and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable. Each of the Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Sky and the Company Three Rivers and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Sky and the Company Three Rivers shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly -promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror and the Company and their respective Subsidiaries Each Party shall cooperate and use their respective its reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, licenses, consents, approvals and authorizations of all third parties and Governmental Authorities Authorities, including any Gaming Authority, necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror and the Company shall have the right to review in advance, and to the extent practicable each Party will consult with the other (Parties, subject in each case to applicable laws relating to the exchange law, and rules or regulations of information) with respect toany Governmental Authority, all material written information submitted to including any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing rightGaming Authority, each of Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, licenses, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement Agreement, and each party Party will keep the other party Parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each Unless precluded by applicable law, rule or regulation of Acquiror and the Company any Governmental Authority, including any Gaming Authority, each Party agrees, upon request, to furnish furnish, or cause to be furnished, to the other party with others all information concerning itself, its Subsidiariesmembers, managers, directors, officers officers, employees and stockholders affiliates and such other matters as may be reasonably necessary or reasonably advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries the other Parties with respect to this Agreement or the transactions contemplated hereby to any third party or Governmental Authority, including any Gaming Authority. (c) Without limiting the generality of the foregoing, each of the Parties shall forthwith file, or cause to be filed, such applications with each Gaming Authority as may be necessary or reasonably advisable to obtain all approvals, licensures and finding by each Gaming Authority for approval of the purchase and sale of the Purchased Interest in accordance with the terms of this Agreement.

Regulatory Applications. (a) Acquiror Buyer, WB Sub and the Company Seller and their respective Subsidiaries subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, without limitation, those required to be filed pursuant with the Federal Reserve Board, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Buyer and the Company Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental or Regulatory Authority.

Regulatory Applications. (a) Acquiror and the Company Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within 90 days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the WVDFI and the Maryland Commissioner, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event that are necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Buyer and the Company Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review and correct any substantive material inaccuracies regarding the reviewing party in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to parties hereto shall act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it will party hereto shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each of Acquiror and the Company agreesparty shall, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority or Regulatory Authority.

Regulatory Applications. 56 (a) Acquiror Peoples and the Company Limestone and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare allow Peoples to prepare, submit and file all documentationapplications and requests for regulatory approval, to timely effect all filings and to obtain all permitsconsents, approvals and/or authorizations of all the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. In exercising the rights under this Section 6.09, each of the parties hereto agrees to act reasonably and as promptly as practicable, and ▇▇▇▇▇▇▇ agrees to file, and to cause Peoples Bank to file, all regulatory applications required to be filed by them with the FRB in connection with the Merger within thirty (30) days from the date hereof. ▇▇▇▇▇▇▇ agrees that it will consult with Limestone with respect to the obtaining of all material consents, approvals and authorizations of all third parties and Governmental from the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableand to keep Limestone apprised of the status of material matters relating to obtainment of such consents, approvals and/or authorizations from the Regulatory Authorities. Each of Acquiror and the Company Limestone shall have the right to review in advance, and to the extent practicable each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority the Regulatory Authorities in connection with the transactions contemplated by this Agreement. In exercising Notwithstanding the foregoing rightforgoing sentence, each of Acquiror and the Company agrees Limestone shall not have any right to act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it will consult with the review and/or inspect any competitively sensitive business or other party hereto with respect proprietary information submitted by Peoples to the obtaining of all material permitsany Regulatory Authority, including, but not limited to any business plan and/or financial data or analysis prepared by Peoples in relation to such consents, approvals and and/or authorizations of all third parties and Governmental Authorities necessary or advisable to consummate from the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated herebyRegulatory Authorities. (b) Each of Acquiror and the Company Limestone agrees, upon request, to furnish the other party Peoples with all information concerning itself, Limestone Bank and its other direct and indirect Subsidiaries, and their directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or necessary, advisable and/or required in connection with any filing, notice or application made by or on behalf of such other party Peoples or any of its Subsidiaries to any third party or Governmental Regulatory Authority.

Regulatory Applications. (a) Acquiror Buyer and the Company Valley Financial and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to prepare within 45 days of the date of this Agreement all documentation, documentation and to effect all filings with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (ii) to obtain all permits, consents, approvals and authorizations of all third parties parties, Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided, that Buyer shall not be required to agree to any condition or take any action if such agreements or the taking of such action is reasonably practicablelikely to result in a condition or restriction having an effect of the type referred to in Section 8.01(b). Each of Acquiror Buyer and the Company Valley Financial shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party party, Regulatory Authority or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties parties, Regulatory Authorities and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, Buyer shall, to the extent permitted by applicable law (i) promptly advise Valley Financial of the receipt of any substantive communication from a Regulatory or a Governmental Authority with respect to the transactions contemplated hereby, (ii) provide Valley Financial with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory or Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Valley Financial with the opportunity to participate in any meetings or substantive telephone conversations that Buyer or its Subsidiaries or their respective representatives may have from time to time with any Regulatory Authority or Governmental Authority with respect to the transactions contemplated by this Agreement. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Regulatory Authority or Governmental Authority.

Regulatory Applications. (a) Acquiror FNB and the Company Granite and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare as promptly as practicable all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. Any initial filings with Governmental Authorities shall be made by FNB as soon as reasonably practicable after the execution hereof but, provided that Granite has cooperated as described above, in no event later than 60 days after the date hereof. Subject to applicable laws relating to the exchange of information, each of FNB and Granite shall, to the extent practicable, consult with the other on all material written information submitted to any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as practicable. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror United and the Company Fed One and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, and to comply with the terms and conditions of such permits, consents, approvals and authorizations. Each of Acquiror United and the Company Fed One shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Peoples and the Company NB&T Financial and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare allow Peoples to prepare, submit and file all documentationapplications and requests for regulatory approval, to timely effect all filings and to obtain all permitsconsents, approvals and/or authorizations of all the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. In exercising the rights under this Section, each of the parties hereto agrees to act reasonably and as promptly as practicable. Peoples agrees that it will consult with NB&T Financial with respect to the obtaining of all material consents, approvals and authorizations of all third parties and Governmental from the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableand to keep NB&T Financial apprised of the status of material matters relating to obtainment of such consents, approvals and/or authorizations from the Regulatory Authorities. Each of Acquiror and the Company NB&T Financial shall have the right to review in advance, and to the extent practicable each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority the Regulatory Authorities in connection with the transactions contemplated by this Agreement. In exercising Notwithstanding the foregoing rightforgoing sentence, each of Acquiror and the Company agrees NB&T Financial shall not have any right to act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it will consult review and/or inspect any proprietary information submitted by Peoples to any Regulatory Authority with the other party hereto with respect a request for confidential treatment, including, but not limited to the obtaining of all material permits, any business plan and/or financial data or analysis prepared by Peoples in relation to such consents, approvals and and/or authorizations of all third parties and Governmental Authorities necessary or advisable to consummate from the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated herebyRegulatory Authorities. (b) Each of Acquiror and the Company NB&T Financial agrees, upon request, to furnish the other party Peoples with all information concerning itself, its SubsidiariesNBTC, and their directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or necessary, advisable and/or required in connection with any filing, notice or application made by or on behalf of such other party Peoples or any of its Subsidiaries to any third party or Governmental Regulatory Authority.

Regulatory Applications. (a) Acquiror Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated hereby; and any initial filings with Governmental Authorities (other than the SEC) shall be made by this Agreement Parent as promptly soon as reasonably practicablepracticable after the execution hereof and in any event within forty-five days (45) days of the date hereof. Each Subject to applicable Laws relating to the exchange of Acquiror information, each of Parent and the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect toon, all material written information submitted to any third party or Governmental and/or any Regulatory Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company such parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each -50- party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated herebyhereby (including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, from any third party and/or Governmental Authority with respect to the Merger, the Bank Merger and the other transactions contemplated by this Agreement and, to the extent permitted by Law, providing descriptions of any oral communications from such Persons). (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders or shareholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or and/or Governmental Authority.

Regulatory Applications. (aA) Acquiror Each party shall promptly (i) prepare and submit applications to the Company appropriate Regulatory Authorities and their respective Subsidiaries shall (ii) make all other appropriate filings to secure all other approvals, consents and rulings, which are necessary for it to complete the Merger. (B) Each of CoreStates and Meridian agrees to cooperate with the other and, subject to the terms and conditions set forth in this Plan, use their respective its reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Regulatory Authorities necessary or advisable to consummate complete the transactions contemplated by this Agreement as promptly as reasonably practicablePlan, including without limitation the regulatory approvals referred to in Section 6.02. Each of Acquiror CoreStates and the Company Meridian shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to to, any third party or Governmental Authority any Regulatory Authorities in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Regulatory Authorities necessary or advisable to consummate complete the transactions contemplated by this Agreement Plan and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (bC) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries to any third party or Governmental Regulatory Authority.

Regulatory Applications. (a) The Acquiror and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of the Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror The Acquiror, its Subsidiaries and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable. Each of the Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror and the Company Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the West Virginia Division of Banking and the Pennsylvania Department of Banking, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Buyer and the Company Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to parties hereto shall act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it will party hereto shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each of Acquiror and the Company agreesparty shall, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) Acquiror PNC and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary to consummate the transactions contemplated by this Agreement as Plan, and PNC shall file its applications for approval of the Merger and the Bank Merger by the Board of Governors of the Federal Reserve (the “Board of Governors”) and the Office of the Comptroller of the Currency (the “OCC”), respectively, within 21 days of the date hereof, and shall promptly as reasonably practicablemake all other necessary regulatory filings. Each of Acquiror PNC and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Company or PNC to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to the Company) on either PNC or the Company (a “Materially Burdensome Regulatory Condition”). (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries with or to any third party or Governmental AuthorityEntity.

Regulatory Applications. (a) Acquiror Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated hereby; and any initial filings with Governmental Authorities shall be made by this Agreement Parent as promptly soon as reasonably practicablepracticable after the execution hereof and in any event within forty-five (45) calendar days of the date hereof. Each Subject to applicable Laws relating to the exchange of Acquiror information, each of Parent and the Company shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect toon, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company such Parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company Party hereto agrees that it will shall consult with the other party Party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will Party shall keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated herebyhereby (including promptly furnishing the other with copies of the non-confidential portions of notices or other communications received by Parent or the Company, as the case may be, from any third party and/or Governmental Authority with respect to the Merger, the Bank Merger and the other transactions contemplated by this Agreement, and, to the extent permitted by Law, providing descriptions of any oral communications from such Persons). Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to (i) have a Parent Material Adverse Effect (measured on a scale relative to the Company) or a Company Material Adverse Effect; or (ii) require Parent, PW Bank or the Surviving Corporation or the surviving bank in the Bank Merger to raise additional capital in an amount that would materially reduce the economic benefits of the Merger to Parent or the holders of Parent Common Stock (including the Company shareholders in respect of shares of Parent Common Stock received by them in the Merger) (a “Materially Burdensome Regulatory Condition”). (b) Each of Acquiror and the Company Party agrees, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and stockholders stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries Party to any third party or and/or Governmental Authority.

Regulatory Applications. (a) Acquiror Zions and the Company Amegy and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement hereby, (the “Requisite Regulatory Approvals”) as promptly as reasonably practicable, and will make all necessary filings in respect of those Requisite Regulatory Approvals as soon as practicable. Each of Acquiror Zions and the Company shall Amegy will have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of Acquiror and the Company agrees to parties will act reasonably and as promptly as practicable. Each of Acquiror and the Company party agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror Zions and the Company agreesAmegy will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party or Governmental AuthorityAuthority in connection with the transactions contemplated hereby.

Regulatory Applications. (a) Acquiror SFG and the Company FWB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror SFG and the Company FWB shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each 36 41 party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror NB&T and the Company CNC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentationapplications and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror NB&T and the Company CNC shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Wachovia and the Company SouthTrust and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement hereby, including the merger of their subsidiary banks (the "Requisite Regulatory Approvals"), and will make all necessary filings in respect of those Requisite Regulatory Approvals as promptly soon as reasonably practicable. Each of Acquiror Wachovia and the Company shall SouthTrust will have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of Acquiror and the Company agrees to parties will act reasonably and as promptly as practicable. Each of Acquiror and the Company party agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror Wachovia and the Company agreesSouthTrust will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party or Governmental AuthorityAuthority in connection with the transactions contemplated hereby.

Regulatory Applications. (a) Acquiror Peoples and the Company and their respective its Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror and the Company KBI shall have the right to review in advance, and to the extent practicable each practicable, will consult with and cooperate with Peoples in the other (subject in each case to applicable laws relating to the exchange preparation of information) with respect to, all material written information submitted to any third party or any Governmental or Regulatory Authority in connection with the transactions contemplated by this Agreement, in each case subject to applicable laws relating to the exchange of information, and KBI shall be provided such written information in advance so as to reasonably exercise its right to review the same in advance. In exercising the foregoing right, each of Acquiror and the Company KBI agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental or Regulatory Authority.

Regulatory Applications. (a) Acquiror and the Company and their respective Subsidiaries shall A. Each party will cooperate and use their respective all reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement (the “Requisite Regulatory Approvals”) and will make all necessary filings in respect of those Requisite Regulatory Approvals as promptly soon as reasonably practicable. Each of Acquiror and the Company shall party will have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of Acquiror and the Company agrees to parties will act reasonably and as promptly as practicable. Each of Acquiror and the Company party agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to the completion of the transactions contemplated hereby. (b) B. Each of Acquiror and the Company agreesparty will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, assets, liabilities, business, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party or Governmental AuthorityAuthority in connection with the transactions contemplated by this Agreement.

Regulatory Applications. (a) Acquiror PCBI and the Company Mercantile and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror PCBI and the Company Mercantile shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Second and the Company Commerce and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings not later than thirty (30) days after the date of this Agreement and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Second and Commerce shall provide all information required from them in order to enable the Company other to make necessary filings. Such information shall be delivered within four (4) days of a written request for such information. Each of Second and Commerce shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries Subsidiary to any third party or Governmental or Regulatory Authority.

Regulatory Applications. (a) Acquiror Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated hereby; and any initial filings with Governmental Authorities shall be made by this Agreement Parent as promptly soon as reasonably practicablepracticable after the execution hereof and in any event within forty-five (45) calendar days of the date hereof. Each Subject to applicable Laws relating to the exchange of Acquiror information, each of Parent and the Company shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect toon, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company such Parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company Party hereto agrees that it will shall consult with the other party Party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.the

Regulatory Applications. (a) The Acquiror and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of the Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. . (b) Each of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Each of Placer and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare and file, or cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger or any of the other transactions contemplated hereby (including, without limitation, the permits, consents, exemptions, approvals and authorizations set forth in Sections 5.02(f), 5.03(b) and 5.03(f); and any initial filings with Governmental Authorities shall be made by this Agreement Placer as promptly soon as reasonably practicablepracticable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 days after the date hereof. Each Subject to applicable laws relating to the exchange of Acquiror information, each of Placer and the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect toon, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company such parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party apprised of the status of material matters relating to completion of the transactions contemplated herebyhereby (including promptly furnishing the other with copies of notices or other communications received by Placer or the Company, as the case may be, from any third party and/or Governmental Authority with respect to the Merger and other transactions contemplated by this Agreement). (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or and/or Governmental Authority.

Regulatory Applications. (a) Acquiror Wachovia and the Company 1st United and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Wachovia and the Company 1st United shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror COFI and the Company ALBANK and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror COFI and the Company ALBANK shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror and The Purchaser, the Parent, the Company and their respective Subsidiaries each of the Key Employees shall cooperate and each use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties parties, Government Sponsored Enterprises and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror and the The Company shall have the right to review in advance, and to the extent practicable each will consult with the other (Purchaser, subject in each case to applicable laws relating to the exchange of information) with respect toApplicable Law, all material written information submitted to any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties parties, Government Sponsored Enterprises and Governmental Authorities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement and each party shall provide the Purchaser with the opportunity to review any such applications or other filings proposed to be made by the Company in furtherance thereof. The Company and the Member Representative will keep the other party Purchaser, and the Purchaser will keep the Member Representative, apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each Unless precluded by Applicable Law, each of Acquiror the Purchaser and the Parent, on the one hand, and the Company agreesand each of the Members, on the other hand, agree, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers managers, officers, employees and stockholders Members and such other matters as may be reasonably necessary or reasonably advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party party, Government Sponsored Enterprises or Governmental Authority.

Regulatory Applications. (a) Acquiror CSB and the Company Indian Village and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentationapplications and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror CSB and the Company Indian Village shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (aA) Acquiror and the Company and their respective Subsidiaries FBG shall cooperate and use their respective its reasonable best efforts to prepare and deliver for filing, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and Governmental and/or Regulatory Authorities necessary in order to consummate the Merger and the other transactions contemplated hereby; and any initial filings forwarded to the Regulatory Authorities shall be made by this Agreement as promptly as reasonably practicableFBG within 30 days after the execution hereof, and AFI shall cooperate in such preparation and filing. Each Subject to applicable Laws relating to the exchange of Acquiror information, each of FBG and the Company AFI shall have the right to review in advance, and to the extent practicable each will shall consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect toon, all material written information submitted to any third party or Governmental and/or any Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company such parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will shall, to the extent practicable, consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations Consents of all third parties and Governmental Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated herebyhereby (including, to the extent permitted by applicable Laws relating to the exchange of information, promptly furnishing the other with copies of applications filed with, and notices or other communications received by FBG or AFI, as the case may be, from any third party and Regulatory Authority with respect to the Merger and the other transactions contemplated by this Agreement). (bB) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental and/or Regulatory Authority.

Regulatory Applications. In the case of each of the parties hereto, ----------------------- it shall use its reasonable best efforts (aA) Acquiror promptly to prepare and submit applications to the Company appropriate Regulatory Authorities for approval of the Purchase, and their respective Subsidiaries shall (B) promptly make all other appropriate filings to secure all other approvals, consents and rulings which are necessary for the consummation of the Purchase. Each of the parties hereto agrees to cooperate with the other and, subject to the terms and conditions set forth in this Agreement, use their respective its reasonable best efforts to prepare and file all documentation, to effect all filings and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement, including, without limitation, the regulatory approvals referred to in Section 5.01. Each of Acquiror The Seller and the Company Purchaser shall have the ------------ right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to to, any third party or Governmental Authority any Regulatory Authorities in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror UCB and the Company MFC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and any Governmental Authorities Authority necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable(including any authorizations from the OTS to approve dividend distributions to UCB or MFC deemed advisable by the parties to carry out the terms of this Agreement and to permit the repurchase by UCB of shares of UCB Common Stock issued in the Company Merger). Each of Acquiror UCB, MFC, Montgomery and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company Union Federal agrees that it will consult with the other party ot▇▇▇ ▇▇▇▇▇ hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. Copies of applications and correspondence with such Governmental Authorities promptly shall be provided to the other party. (b) Each of Acquiror UCB and the Company MFC agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror and the Company and their respective Subsidiaries The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all filings applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Regulatory Agencies which are necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable(including, without limitation, the Merger), and to comply fully with the terms and conditions of all such permits, consents, approvals and authorizations of all Regulatory Agencies. Each of Acquiror and the Company The parties hereto shall have the right to review in advance, and and, to the extent practicable practicable, each will consult with the other (subject on, in each case subject to applicable laws relating to the exchange of information) with respect , all the information relating to the Company or Bancorp, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, all material written information submitted to any third party or Governmental Authority any Regulatory Agency in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to parties hereto shall act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees The parties hereto agree that it they will consult with the each other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities Regulatory Agencies necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated herebyherein. (b) Each of Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror and the Company and their respective Subsidiaries shall A. Each Party will cooperate and use their respective commercially reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable(the “Requisite Regulatory Approvals”) and will use commercially reasonable efforts to make all necessary filings in respect of the Requisite Regulatory Approvals within forty-five (45) days following the date hereof. Each of Acquiror and the Company shall have the right to Party may review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws any Legal Requirement relating to the exchange of information) , with respect to, to all public portions of any applications or other material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of Acquiror and the Company agrees to Party will act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it Party will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party Party apprised of the status of material matters relating to the completion of the transactions contemplated herebyby this Agreement. (b) B. Each of Acquiror and the Company agreesParty will, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, assets, liabilities, business, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Party or any of its Subsidiaries with or to any third party or Governmental AuthorityAuthority in connection with the transactions contemplated by this Agreement.

Regulatory Applications. (a) Acquiror Upon the execution and delivery of this Agreement, the parties hereto shall thereupon cause to be prepared and filed, as soon as is reasonably practical, all required Applications and any other filings with Governmental Authorities which are necessary or contemplated for the consummation of the Acquisition and the Company Dissolution (in the case of MET Holdings). Such filing deadline is subject to receipt by the filing party from each other party hereto of all information required in connection with the filing of such Applications and other filings. The parties hereto will use their best efforts to supply, on a timely basis, each other party all information required in connection with the preparation and filing of such Applications and other filings. Such Applications and filings shall be in such forms as may be prescribed by the respective Governmental Authorities and shall contain such information as they may require. The parties hereto will cooperate with each other, including their respective Subsidiaries shall cooperate attorneys, advisers and other representatives, and will use their respective reasonable best efforts to prepare and execute all necessary documentation, to effect all necessary or contemplated filings and to obtain all necessary or contemplated permits, consents, approvals Regulatory Approvals, and authorizations of all Governmental Authorities and third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable. Each of Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement and each party will keep the Dissolution (in the case of MET Holdings); provided, however, that TeleBanc shall not be obligated to amend any Application or other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company agreesfiling, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable take any action in connection with any such application or other filing, notice which TeleBanc reasonably determines would result in a Material Adverse Change in MET Holdings or application made by a Material Adverse Change in TeleBanc. TeleBanc shall deliver to MET Holdings, and MET Holdings shall deliver to TeleBanc, reasonably in advance of the time it intends to file any such Application or other filing, a draft of the proposed Application or other filing, and each shall cooperate with the other in responding to and considering any reasonable questions or comments regarding such draft before it is finalized and filed, provided that such questions or comments are received on behalf of such other party a timely basis so as to permit response or any of its Subsidiaries to any third party or Governmental Authorityincorporation.

Regulatory Applications. (a) Acquiror Each of EWBC and the Company and their respective Subsidiaries SB shall cooperate and use their respective reasonable best efforts to prepare and file, or cause to be filed, all documentation, to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger or any of the other transactions contemplated by this Agreement Agreement; and any initial filings with Governmental Authorities (other than the Registration Statement) shall be made by EWBC as promptly soon as reasonably practicablepracticable after the execution hereof but, provided that SB has cooperated as described above, in no event later than 45 days after the date hereof. Each of Acquiror EWBC and the Company SB shall have the right to review in advance, and to the extent practicable each will shall consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company such parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated herebyhereby (including promptly furnishing the other with copies of notices or other communications received by EWBC or SB, as the case may be, from any third party and/or Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement). (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party parties with all information known to it (which knowledge shall be deemed to include knowledge which could be acquired after reasonable due inquiry) concerning itself, its Subsidiaries, directors, advisory directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries parties to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Nortel and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to prepare all documentation, to effect all filings (including, without limitation, filings under the HSR Act and the Competition Act (Canada)) and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (ii) to cause the Merger to be consummated as promptly expeditiously as reasonably practicable. Each of Acquiror Nortel and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.11(a) and (b), if any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Regulatory Law, each of Nortel and the Company shall use its reasonable best efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement, and if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of Nortel and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.11 shall limit a party's right to terminate this Agreement pursuant to Section 7.01(b) or 8.01(d) so long as such party has theretofore complied in all respects with its obligations under this Section 6.11. (d) Nothing contained in this Agreement shall require Nortel or any of its Subsidiaries to sell or otherwise dispose of, or to hold separately, or permit the sale or other disposition of, any assets of Nortel, the Company or their respective Subsidiaries, or require Nortel to refrain from exercising full authority over the Company and its Subsidiaries after the Effective Time, whether as a condition to obtaining any approval from a Governmental Authority or any other Person or for any other reason.

Regulatory Applications. (a) The Acquiror and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of The Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will to consult with the other (Company, subject in each case to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals registrations, approvals, permits and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Sky and the Company GLB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare prepare, within 45 days of the execution of this Agreement, all documentationdocumentation and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Sky and the Company GLB shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party party, Governmental Authority or Governmental Regulatory Authority.

Regulatory Applications. (a) Acquiror Park and the Company First Federal and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings not later than 30 days after the date of this Agreement and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Park and First Federal shall provide all information required from them in order to enable the Company other to make necessary filings. Such information shall be delivered within five business days of a written request for such information. Each of Park and First Federal shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries Subsidiary to any third party or Governmental or Regulatory Authority.

Regulatory Applications. (a) Acquiror Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare and file, or cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger or any of the other transactions contemplated hereby; and any initial filings with Governmental Authorities shall be made by this Agreement Parent as promptly soon as reasonably practicablepracticable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than sixty (60) days after the date hereof. Each Subject to applicable laws relating to the exchange of Acquiror information, each of Parent and the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect toon, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company such parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party apprised of the status of material matters relating to completion of the transactions contemplated herebyhereby (including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, from any third party and/or Governmental Authority with respect to the Merger and other transactions contemplated by this Agreement). (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or and/or Governmental Authority.

Regulatory Applications. (a) Acquiror Buyer, WB Sub and the Company Seller and their respective Subsidiaries subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, without limitation, those required to be filed pursuant with the Federal Reserve, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Buyer and the Company Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental or Regulatory Authority.. 84

Regulatory Applications. (a) Acquiror Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement Agreement; and any initial filings with Governmental Authorities (other than the Registration Statement) shall be made by Parent as promptly soon as reasonably practicablepracticable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 45 days after the date hereof; provided, however, that any request to the Federal Reserve Board for a waiver shall be made in accordance with the policies of the Federal Reserve Bank of San Francisco. Each of Acquiror Parent and the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Buyer, WB Sub and the Company Seller and their respective Subsidiaries subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, without limitation, those required to be filed pursuant with the Federal Reserve, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Buyer and the Company Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) . Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental or Regulatory Authority.

Regulatory Applications. (a) Acquiror Nortel Networks and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to prepare all documentation, to effect all filings (including, without limitation, filings under the ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ (▇▇▇▇▇▇) and the Competition Act (Canada)) and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (ii) to cause the Merger to be consummated as promptly expeditiously as reasonably practicable. Each of Acquiror Nortel Networks and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.10(a) and (b), if any objections are asserted with respect to the transactions contemplated by this Agreement under any Regulatory Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement as violative of any Regulatory Law, each of Nortel Networks and the Company shall use its reasonable best efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement, and if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of Nortel Networks and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.10 shall limit a party's rights under Sections 7.01(b) and 8.01(d) so long as such party has theretofore complied in all respects with its obligations under this Section 6.10. (d) Nothing contained in this Agreement shall require Nortel Networks or any of its Subsidiaries to sell or otherwise dispose of, or to hold separately, or permit the sale or other disposition of, any assets of Nortel Networks, the Company or their respective Subsidiaries, or require Nortel Networks to refrain from exercising full authority over the Company and its Subsidiaries after the Effective Time, whether as a condition to obtaining any approval from a Governmental Authority or any other Person or for any other reason.

Regulatory Applications. (a) Acquiror CB, Bank and the Company and their respective Subsidiaries Clear, (and, when timely, Clear will ensure that New Pubco), shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Clear, QFTA and New Pubco will assume primary responsibility to effect all filings and will pay all costs and expenses related thereto per Section 10.06. Each of Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. Clear, QFTA and New Pubco will ensure that any initial filing with Governmental Authorities shall be made as soon as reasonably practicable after the execution hereof. Subject to applicable laws relating to the exchange of information, each of CB and Bank shall have the right to review in advance and, to the extent practicable, consult with the other on all material written information submitted to any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as practicable. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Parent and the Company and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and and, subject to Section 5.01, to obtain all material permits, consents, approvals waivers, approvals, actions or nonactions and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement Transactions as promptly as reasonably practicable, and will make all necessary filings in respect of those Requisite Approvals as soon as practicable. Each of Acquiror Parent and the Company shall will have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Approvals. In exercising the foregoing right, each of Acquiror and the Company agrees to Parties will act reasonably and as promptly as practicable. Each of Acquiror and the Company Party agrees that it will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Requisite Approvals and each party Party will keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated herebyTransactions, including with respect to any material communication with the FTC, the DOJ, CFIUS or any other Governmental Authority (or any of their respective representatives). (b) Each of Acquiror Parent and the Company agreeswill, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Party or any of its Subsidiaries with or to any third party or Governmental Authority in connection with the Transactions and to the extent permitted by the applicable Governmental Authority or any Person objecting to the Transactions, give the other Party the opportunity to attend and participate in any meetings and conferences with such Governmental Authority or Person objecting to the Transactions. (c) In connection with and without limiting the foregoing, (1) the Company and Parent shall promptly submit a joint filing and any requested supplemental information (collectively, the “Joint Filing”) to CFIUS pursuant to 31 C.F.R. Part 800 with regard to the Transactions, (ii) Parent shall take responsibility for preparation and submission of the Joint Filing and (iii) the Company hereby agrees promptly to provide to Parent all necessary information and otherwise to assist Parent promptly in order for Parent to complete preparation and submission of the Joint Filing in accordance with this Section 5.08(c)(1) and respond to any inquiries from CFIUS or any other interested Governmental Authority, and (2) each Party shall (i) promptly take all actions reasonably necessary to (a) file the notification and report form required for the Transactions and provide any supplemental information in connection therewith pursuant to the HSR Act and (b) make any filings required under any Applicable Antitrust Laws, and shall furnish to the other such necessary information and assistance as the other may reasonably request in connection with its preparation of any filing with, or submission or response to, inquires from the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Authority in connection with obtaining approval under the HSR Act and any other Applicable Antitrust Laws, (ii) keep the other Party apprised of the status of any inquiries or requests for additional information from the FTC, or the DOJ or any Governmental Authority in connection with obtaining approval under any such Applicable Antitrust Laws and take all reasonable steps to comply promptly with any such inquiry or request and (iii) participate in any interviews or meetings reasonably requested by the FTC or the DOJ or any Governmental Authority in connection with obtaining approval under any such Applicable Antitrust Laws in connection with the consummation of the Transactions.

Regulatory Applications. (a) The Acquiror and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each The Acquiror shall have the right to review in advance, and to the extent practicable to consult with the Company, subject to applicable laws relating to the exchange of Acquiror and information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. The Company shall have the right to review in advance, and to the extent practicable each will to consult with the other (Acquiror, subject in each case to all applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority Authority, in connection with the transactions contemplated by this Agreement, that is not confidential. In exercising the foregoing rightrights, each of the Acquiror and the Company agrees agree to act reasonably and as promptly as practicable. Each of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals registrations, approvals, permits and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Wachovia and the Company Bancshares and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Wachovia and the Company Bancshares shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) The Acquiror and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of The Acquiror and the Company will promptly file applications, notices or other materials required to be filed with Governmental Authorities by applicable law in connection with the Merger and promptly file any additional information requested as soon as practicable after receipt of request thereof. Each party shall have the right to review in advance, and to the extent practicable each will to consult with the other (party, subject in each case to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees parties agree to act reasonably and as promptly as practicable. Each of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals registrations, approvals, permits and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror First Citizens and the Company ICBC and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror First Citizens and the Company ICBC shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror AmSouth and the Company First American and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and First American shall make all necessary regulatory filings as promptly soon as reasonably practicable. Each of Acquiror AmSouth and the Company First American shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement (including the consolidation of any Company branches with Merger Subsidiary branches or branches of any other Subsidiary of Parent or the closure of any Company branches, in each case as promptly Parent in its sole discretion shall deem necessary); and any initial filings with Governmental Authorities shall be made by Parent as soon as reasonably practicablepracticable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 calendar days after the date hereof. Each of Acquiror Parent and the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company such parties agrees to act reasonably and as promptly as is reasonably practicable. Each of Acquiror and the Company party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Southwest, Berthel, the ▇▇▇▇▇▇ Sub, and the Company and their respective Subsidiaries each Berthel ▇▇▇▇idiary shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties parties, Governmental Bodies, and Governmental Authorities Self-Regulatory Organizations necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable. Each of Acquiror Southwest and the Company Berthel shall have the ▇▇▇▇ ▇he right to review view in advance, and to the extent practicable practicable, each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party party, Governmental Body or Governmental Authority Self-Regulatory Organization in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror Southwest and the Company Berthel agrees to act ▇▇ ▇▇t as reasonably and as promptly as practicable. Each of Acquiror Southwest and the Company Berthel agrees that it ▇▇▇▇ ▇t will consult with the other party hereto thereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities Bodies and Self-Regulatory Organizations as necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror Southwest and the Company Berthel agrees, upon ▇▇▇▇ request, to furnish the other party with all information concerning itself, its SubsidiariesMerger Sub, each Berthel Subsid▇▇▇▇, and the directors, officers and stockholders shareholders thereof and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party parties, the Merger Sub, or any of its Subsidiaries to Berthel Subsid▇▇▇▇ ▇▇ any third party party, Governmental Body or Governmental AuthoritySelf-Regulatory Organization.

Regulatory Applications. (a) Acquiror Vital Images and the Company and their respective Subsidiaries shall cooperate and use their respective commercially reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable. Each of Acquiror Vital Images and the Company shall have the right to review in advanceadvance and, and to the extent practicable practicable, each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror Vital Images and the Company agrees to act reasonably and as promptly as practicable. Each of Acquiror Vital Images and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permitsPermits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror Vital Images and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Parent and the Company and their respective Subsidiaries shall will cooperate and use their respective all reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and and, subject to Section 5.01, to obtain all permitsmaterial Permits, consents, approvals and authorizations of all third parties and Governmental Authorities (including Gaming Authorities) necessary to consummate the transactions contemplated by this Agreement Transactions (the “Requisite Approvals”) as promptly as reasonably practicable, and will make all necessary filings in respect of those Requisite Approvals as soon as practicable. Each of Acquiror Parent and the Company shall will have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws Laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Approvals. In exercising the foregoing right, each of Acquiror and the Company agrees to parties will act reasonably and as promptly as practicable. Each of Acquiror and the Company Party agrees that it will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Requisite Approvals and each party Party will keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated herebyTransactions. (b) Each of Acquiror Parent and the Company agreeswill, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Party or any of its Subsidiaries with or to any third party or Governmental AuthorityAuthority in connection with the Transactions and to the extent permitted by the applicable Governmental Authority or any Person objecting to the Transactions, give the other Party the opportunity to attend and participate in any meetings and conferences with such Governmental Authority or Person objecting to the Transactions.

Regulatory Applications. (a) Acquiror and the Company and their respective Acquiror's Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable. Each of Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject in each case to applicable laws relating to the exchange of information) with respect to, all material written information submitted to any third party or Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company agrees that it will consult with the other party hereto or its legal advisors with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company agrees, upon request, to furnish the other party or its legal advisors with all information concerning itself, its Subsidiaries, in the case of Acquiror, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries Subsidiaries, in the case of Acquiror, to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Nortel and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to prepare all documentation, to effect all filings (including, without limitation, filings under the HSR Act and the Competition Act (Canada)) and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (ii) to cause the Merger to be consummated as promptly expeditiously as reasonably practicable. Each of Acquiror Nortel and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.11(a) and (b), if any objections are asserted with respect to the transactions contemplated hereby under any Regulatory Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated 38 42 hereby as violative of any Regulatory Law, each of Nortel and the Company shall use its reasonable best efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement, and if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of Nortel and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.11 shall limit a party's right to terminate this Agreement pursuant to Section 7.01(b) or 8.01(d) so long as such party has theretofore complied in all respects with its obligations under this Section 6.11. (d) Nothing contained in this Agreement shall require Nortel or any of its Subsidiaries to sell or otherwise dispose of, or to hold separately, or permit the sale or other disposition of, any assets of Nortel, the Company or their respective Subsidiaries, or require Nortel to refrain from exercising full authority over the Company and its Subsidiaries after the Effective Time, whether as a condition to obtaining any approval from a Governmental Authority or any other Person or for any other reason.

Regulatory Applications. (a) Acquiror Each of Parent and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare and file, or cause to be filed, all documentation, to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger or any of the other transactions contemplated by this Agreement Agreement; and any initial filings with Governmental Authorities (other than the Registration Statement) shall be made by Parent as promptly soon as reasonably practicablepracticable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 45 days after the date hereof. Each of Acquiror Parent and the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company such parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. hereby (b) Each of Acquiror and the Company agrees, upon request, to furnish including promptly furnishing the other party with all information concerning itselfcopies of notices or other communications received by Parent or the Company, its Subsidiariesas the case may be, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to from any third party or and/or Governmental AuthorityAuthority with respect to the Merger and the other transactions contemplated by this Agreement).

Regulatory Applications. (a) Acquiror SFG and the Company WBI and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror SFG and the Company WBI shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) The Acquiror and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable. Each of the Acquiror and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Acquiror and the Company agrees to act reasonably and as promptly as practicable. Each of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Each of Parent, Parent Bank and the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement (including the consolidation of any Company branches with Parent Bank branches or branches of any other Subsidiary of Parent or the closure of any Company branches, in each case as promptly Parent in its sole discretion shall deem necessary); and any initial filings with Governmental Authorities (other than the Registration Statement) shall be made by Parent as soon as reasonably practicablepracticable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 days after the date hereof. Each of Acquiror Parent and the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company such parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror SFG and the Company FWB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror SFG and the Company FWB shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Village Financial, its Subsidiaries and the Company and their respective Subsidiaries River City Bank shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Village Financial and the Company River City Bank shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directorsRiver City Bank Directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (aA) Acquiror In the case of each of the parties hereto, (i) it shall promptly prepare and submit applications to the appropriate regulatory authorities for approval of the Acquisition and Merger, and (ii) promptly make all other appropriate filings to secure all other approvals, consents and rulings which are necessary for the consummation of the Acquisition and Merger by it. (B) Each of First Union and the Company agrees to cooperate with the other and, subject to the terms and their respective Subsidiaries shall cooperate and conditions set forth in this Agreement, use their respective its reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement as promptly as reasonably practicablePlan, including without limitation the regulatory approvals referred to in Section 6.01. Each of Acquiror First Union and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to to, any third party or Governmental Authority any regulatory authorities in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Zions and the Company First Security and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and First Security shall make all necessary regulatory filings as promptly soon as reasonably practicable. Each of Acquiror Zions and the Company First Security shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Sky and the Company Prospect and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare prepare, within 15 days of the execution of this Agreement, all documentationdocumentation and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Sky and the Company Prospect shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws Laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party party, Governmental Authority or Governmental Regulatory Authority.

Regulatory Applications. (a) Acquiror Each of the Company, RLBI and the Company and their respective Subsidiaries Bank shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement (including the consolidation of any the Bank branches with Merger Subsidiary branches or branches of any other Subsidiary of the Company or the closure of any RLBI branches, in each case as promptly the Company in its sole discretion shall deem necessary); and any initial filings with Governmental Authorities shall be made by the Company as soon as reasonably practicablepracticable after the execution hereof but, provided that RLBI has cooperated as described above, in no event later than forty-five (45) days after the date hereof. Each of Acquiror and the Company and RLBI shall have the right to review in advance, and to the extent practicable each will shall consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company such parties agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party parties with all information concerning itself, its SubsidiariesSubsidiaries (in the case of the Company), directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries parties to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror CNN and the Company PEOPLES and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror CNN, PEOPLES and the Company PEOPLES' counsel shall have the right to review at least 5 business days in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Wachovia and the Company Commerce and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Wachovia and the Company Commerce shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) Acquiror Wachovia and the Company Jefferson and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations authoriza tions of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement as promptly as reasonably practicableAgreement. Each of Acquiror Wachovia and the Company Jefferson shall have the right to review in advance, and to the extent practicable each will consult with the other (subject other, in each case subject to applicable laws relating to the exchange of information) , with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of Acquiror and the Company parties hereto agrees to act reasonably and as promptly as practicable. Each of Acquiror and the Company party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each of Acquiror and the Company party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.