Common use of Taking of Necessary Action Clause in Contracts

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees Niagara Bancorp and CNYF shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF nor any CNYF Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Bancorp, and promptly (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to do or cause the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Bancorp or advisable CNYF from exercising its rights under applicable laws this Agreement or the Option Agreement. (b) CNYF shall prepare, subject to the review and regulations consent of Niagara Bancorp with respect to consummate matters relating to Niagara Bancorp and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 a Proxy Statement to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") filed by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled CNYF with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at shareholders of CNYF in connection with the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare meeting of its shareholders and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings")which Proxy Statement shall conform to all applicable legal requirements. The Company and Buyer will notify parties shall cooperate with each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements preparation of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementStatement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees Alliance Bancorp and SWB shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither SWB nor any SWB Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Alliance Bancorp, and promptly (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to do or cause the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement and the Plan of Merger; provided that nothing herein contained shall preclude Alliance Bancorp or advisable SWB from exercising its rights under applicable laws this Agreement or the Option Agreement. (b) Alliance Bancorp shall prepare, subject to the review and regulations consent of SWB with respect to consummate matters relating to SWB and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 a Prospectus/Proxy Statement on Form S-4 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") filed by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled Alliance Bancorp with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at shareholders of SWB and Alliance Bancorp in connection with the earliest meetings of their respective shareholders and transactions contemplated hereby, which Prospectus/Proxy statement shall conform to all applicable legal requirements. The parties shall cooperate with each other with respect to the preparation of the Prospectus/Proxy Statement. Alliance Bancorp shall, as promptly as practicable time. As following the preparation thereof, file the Registration Statement with the SEC and SWB and Alliance Bancorp shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the date hereofsuch filing. Alliance Bancorp will advise SWB, the Company shall prepare and file any other filings required promptly after Alliance Bancorp receives notice thereof, of the Company or its Subsidiaries under time when the Exchange Act, the Securities Act Registration Statement has become effective or any other federalsupplement or amendment has been filed, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt issuance of any comments from stop order or the SEC suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or its staff and the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or its staff or any other government officials for amendments or supplements to supplement of the Proxy Registration Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filinginformation. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company Alliance Bancorp shall use its commercially reasonable best efforts to obtain obtain, prior to the consents set forth in each effective date of Schedules 3.4(d)-Athe Registration Statement, 3.4(d)-B all necessary state securities laws or "Blue Sky" permits and 3.4(d)-C.approvals required to carry out the transactions contemplated by this Agreement. Alliance Bancorp will provide SWB with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as SWB may reasonably request.

Taking of Necessary Action. (a) Each party hereto agrees Cheviot Financial and First Franklin shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) in the case of First Franklin, obtain any necessary stockholder approval to complete the Merger, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, (iii) in the case of First Franklin, take all action necessary to comply with or satisfy the conditions of any Regulatory Agreement to which First Franklin or Franklin Savings is subject, and (iv) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Mergers and promptly the other transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each Person whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither First Franklin nor Franklin Savings shall agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Cheviot Financial, and (B) requesting the delivery of appropriate, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Cheviot Financial or advisable First Franklin from exercising its rights under applicable laws this Agreement. (b) First Franklin shall prepare, subject to the review and regulations consent of Cheviot Financial with respect to consummate matters relating to Cheviot Financial and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at of First Franklin in connection with the earliest meeting of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform in all material respects with the Securities Laws. The parties shall cooperate with each other with respect to the preparation of the Proxy Statement. First Franklin shall, as promptly as practicable time. As following the preparation thereof, file the Proxy Statement with the SEC and First Franklin shall use all reasonable efforts to have the Proxy Statement mailed to stockholders as promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of such filing. First Franklin will promptly advise Cheviot Financial of the Company time when the Proxy Statement has been mailed, or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filinginformation. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated supplied by reference Cheviot Financial for inclusion in the Proxy Statement or any Other Filing and shall otherwise cooperate with will not, at the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to time the Proxy Statement is mailed to First Franklin stockholders, contain any untrue statement of a material fact or omit to state any Other Filing, material fact necessary in order to make the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementstatements therein not misleading. (c) The Company shall call a meeting As promptly as reasonably practicable following the date of its stockholders this Agreement, Cheviot Financial and Cheviot Savings Bank will prepare and cause to be held filed all Applications and other documents with the Regulatory Authorities as are required to secure the Regulatory Approvals for the consummation of the transactions provided for in this Agreement. First Franklin agrees that it will, as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided after request, provide Cheviot Financial and Cheviot Savings Bank with all information and documents concerning First Franklin and its Subsidiaries as shall be required in connection with preparing any Applications and other documents that should a quorum not are to be prepared and filed by Cheviot Financial and Cheviot Savings Bank in connection with Regulatory Approvals required to be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting by Cheviot Financial and obtaining additional proxies or votesCheviot Savings Bank hereunder. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees Sovereign and Bankers shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither Bankers nor any Bankers Subsidiary shall agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Sovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or Bankers or from exercising its rights under this Agreement or the Option Agreement. (b) Bankers and Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and to be filed by Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy statement shall conform to all things necessaryapplicable legal requirements. Sovereign shall, proper as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and Bankers and Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Sovereign will advise Bankers, promptly after Sovereign receives notice thereof, of the time when the Registration Statement has become effective or advisable under applicable any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Sovereign shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and regulations approvals required to consummate and make effective carry out the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders Sovereign will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly provide Bankers with as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with many copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy such Registration Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall amendments thereto promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesfiling thereof as Bankers may reasonably request. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to Both Sellers and Buyer will cooperate and use its their respective commercially reasonable best efforts promptly to take or cause prepare all documentation, to be taken effect all action filings and promptly to do or cause to be done obtain all things necessarypermits, proper or advisable under applicable laws consents, approvals and regulations authorizations of all third parties and Governmental Authorities necessary to consummate and make effective the transactions contemplated by this Agreement. Each of Sellers and Buyer will have the right to review in advance, and to the Registration Rights extent practicable each will consult with the other with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the 50 transactions contemplated by this Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, in each case subject to applicable laws relating to the terms exchange of information. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and conditions hereof as promptly as practicable. Each of Buyer and thereof, including Sellers commits to submit all actions and things necessary required applications or notices to cause all conditions precedent set forth in Article 7 to be satisfiedthe appropriate Governmental Authorities within 15 Business Days of the date of this Agreement. Each party acknowledges hereto agrees that it will consult with the Company's stockholders' meeting at which other party hereto with respect to the stockholders will vote onobtaining of all material permits, among other thingsconsents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated hereby is anticipated by this Agreement and each party will keep the other party appraised of the status of material matters relating to occur on May 12completion of the transactions contemplated hereby. To the extent necessary, 1998Buyer and Sellers shall cause their respective Affiliates to take any action necessary in connection with the foregoing. (b) As promptly Each 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 practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled reasonably necessary or advisable in connection with the SEC and as it may be mailed to the Company's stockholdersany filing, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments notice or application made by or on behalf of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any such other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them party or any of their respective representatives, on the one hand, and the SEC its Subsidiaries to any third party or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementGovernmental Authority. (c) The Company Each party shall call designate a meeting person to act as that party's representative for purposes of its stockholders coordinating with the other party in connection with activities and conduct necessary or appropriate to be held as promptly as practicable effect the closing of the transaction contemplated by this Agreement, the transition the Business from the Selling Companies to Buyer, to prepare for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting performance of the stockholders, Ancillary Agreements and to communicate concerning Buyer's rights under the meeting of Solicitation Rights Agreement. The Sellers initially designate Simon Moore as the stockholders representati▇▇ ▇▇ ▇▇▇▇ ▇f them. Buyer initially designates Melba Bartels as its representativ▇. ▇▇▇ ▇▇▇▇esentatives shall be postponed meet or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesotherwise communicate with each other on a regular basis. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party of the parties hereto agrees to use its commercially reasonable best efforts promptly effort to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, . Without limiting the Registration Rights foregoing or any other provision of this Agreement, to the Contingent Value Right Agreement extent that any of the Purchased Assets are owned or leased by an Affiliate of Seller, Seller shall cause its Affiliates to take all commercially reasonable action and promptly do or cause to be done all commercially reasonable things necessary, proper or advisable to transfer the Stockholders Agreement, asset or leasehold interest to Purchaser upon the terms and subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998of this Agreement. (b) As promptly Purchaser shall (i) as soon as practicable after the date hereof (Effective Date, make such filings with respect to Regulatory Authorizations, Licenses and Permits as may be required or advisable to be filed by it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file in connection with the SEC a preliminary proxy statement transactions contemplated hereby and (the "Proxy Statement"ii) by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its commercially reasonable efforts to respond to any comments of the SEC, consult with and to cause the Proxy Statement to be mailed keep Seller informed as to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party status of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementmatters. (c) The Company Seller shall call a meeting cooperate with Purchaser in the preparation of its stockholders all filings with respect to be held as promptly as practicable Regulatory Authorizations, Licenses and Permits (including requests for the purpose of voting upon additional information from Governmental Authorities) made by Purchaser in connection with the transactions (contemplated by this Agreement, including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at providing such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time information as Purchaser may reasonably request for soliciting and obtaining additional proxies or votesinclusion therein. (d) The Company shall To the extent that any necessary consents are not obtained with regard to the assignment of any of the Purchased Assets to Purchaser, at Purchaser's request, Seller agrees to use its commercially reasonable best efforts (i) to obtain provide to Purchaser the consents set forth benefits of any contract or other agreement or any license, permit or approval intended to be included in each the Purchased Assets, (ii) to cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser (through subcontract or other arrangement or by following procedures for resignation and reappointment of Schedules 3.4(d)-Aa substitute party thereto), 3.4(d)-B or (iii) to enforce for the account and 3.4(d)-C.at the expense of Purchaser any rights of Seller arising from any contracts and other agreements and the licenses, permits and approvals intended to be included among the Purchased Assets, including the right to elect to terminate or not renew in accordance with the terms thereof on the advice of Purchaser.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders AgreementTransaction Documents, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance election of shares of Company Common Stock the existing Directors and the Investor Nominees as contemplated herebyby this Agreement and the Transaction Documents. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, SEC and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer (including the Investor Nominees) required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose purpose, among other things, of voting upon the transactions (including election of directors as contemplated by this Agreement and the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesTransaction Documents. (d) The Company shall use its commercially reasonable best efforts to obtain estoppel certificates addressing certain issues identified in writing to the consents set forth Company by Buyer in each of Schedules 3.4(d)-Aform and substance reasonably satisfactory to Buyer from the applicable landlords under the following leases: NHP leases, 3.4(d)-B Meditrust and 3.4(d)-C.Healthcare REIT leases and HCPI leases.

Taking of Necessary Action. (a) Each party hereto agrees Sovereign and WJB shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the Bank Merger by June 30, 1996, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, provided that neither WJB nor any WJB Subsidiary shall agree to do make any material payments or cause modifications to agreements in connection therewith without the prior written consent of Sovereign (which shall not be unreasonably withheld), and further provided that nothing contained herein shall be deemed to require WJB to obtain an affiliate letter similar to the form attached hereto as Exhibit 1, or any similar letter, from any shareholder who is not an executive officer or director of WJB or WJCB, and (2) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or WJB or from exercising its rights under this Agreement or the Option Agreement. (b) WJB and Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to shareholders of WJB in connection with the meeting of WJB shareholders and transactions contemplated hereby, and to be filed by Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy Statement shall conform to all things necessaryapplicable legal requirements. Sovereign shall, proper as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and WJB and Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Sovereign will advise WJB, promptly after Sovereign receives notice thereof, of the time when the Registration Statement has become effective or advisable under applicable any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Sovereign shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and regulations approvals required to consummate and make effective carry out the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders Sovereign will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly provide WJB with as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with many copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy such Registration Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall amendments thereto promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesfiling thereof as WJB may reasonably request. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Loan Agreement, the Contingent Value Right Registration Rights Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary including, without limitation, to cause all necessary or appropriate amendments to the Operating Partnership's Partnership Agreement; provided, however, this proviso shall not apply to a party's ability to exercise its discretionary rights hereunder to the extent such party's obligations hereunder are conditioned upon the performance of certain conditions precedent set forth which shall be satisfactory to such party in Article 7 such party's sole discretion. The Company shall use its best efforts promptly to take or cause to be satisfied. Each party acknowledges that taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws or regulations to consummate and make effective the Company's stockholders' meeting at which Charter Amendment and the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998IRS Approval. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approveapprove the Charter Amendment and other matters in connection with the transactions contemplated hereby as the Company may reasonably suggest and the Buyer may reasonably request, among other things, the issuance of shares of Company Common Stock contemplated herebywhich proposed Charter Amendment shall be in form and substance satisfactory to Buyer. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.reasonable

Taking of Necessary Action. (a) Each party hereto agrees Sovereign and Carnegie shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither Carnegie nor any Carnegie Subsidiary shall agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Sovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or Carnegie or from exercising its rights under this Agreement or the Option Agreement. (b) Carnegie and Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to shareholders of Carnegie in connection with the meeting of its shareholders and transactions contemplated hereby, and to be filed by Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy statement shall conform to all things necessaryapplicable legal requirements. Sovereign shall, proper as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and Carnegie and Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Sovereign will advise Carnegie, promptly after Sovereign receives notice thereof, of the time when the Registration Statement has become effective or advisable under applicable any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Sovereign shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and regulations approvals required to consummate and make effective carry out the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders Sovereign will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly provide Carnegie with as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with many copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy such Registration Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall amendments thereto promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesfiling thereof as Carnegie may reasonably request. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees Granite State and Primary Bank shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither Primary Bank nor any Primary Bank Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Granite State, and promptly (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to do or cause the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement and the Plan of Merger; provided that nothing herein contained shall preclude Granite State or advisable Primary Bank from exercising its rights under applicable laws this Agreement or the Option Agreement. (b) Granite State shall promptly prepare, subject to the review and regulations consent of Primary Bank with respect to consummate and make effective matters relating to the transactions contemplated by this Agreement, a Prospectus/Proxy Statement to be filed by Granite State with the SEC and to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, which Prospectus/Proxy statement shall conform to all applicable legal requirements. Granite State shall, as promptly as practicable following the preparation thereof, file the Registration Rights Agreement, Statement with the Contingent Value Right Agreement SEC and Primary Bank and Granite State shall use all reasonable efforts to have the Stockholders Agreement, subject to Registration Statement declared effective under the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As Securities Act as promptly as practicable after such filing. Granite State will advise Primary Bank, promptly after Granite State receives notice thereof, of the date hereof (it being understood that time when the relevant stockholders' meeting is anticipated to occur on May 12Registration Statement has become effective or any supplement or amendment has been filed, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, of the issuance of any stop order or the suspension of the qualification of the shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed capital stock issuable pursuant to the Company's stockholdersRegistration Statement, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of or the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company initiation or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt threat of any comments from the SEC proceeding for any such purpose, or its staff and of any request by the SEC for the amendment or its staff or any other government officials for amendments or supplements to supplement of the Proxy Registration Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filinginformation. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company Granite State shall use its commercially reasonable best efforts to obtain obtain, prior to the consents set forth in each effective date of Schedules 3.4(d)-Athe Registration Statement, 3.4(d)-B all necessary state securities laws or "Blue Sky" permits and 3.4(d)-C.approvals required to carry out the transactions contemplated by this Agreement. Granite State will provide Primary Bank with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as Primary Bank may reasonably request.

Taking of Necessary Action. (a) Each party hereto agrees First Leesport and Merchants shall each use its best efforts in good faith, and each of them shall cause their respective Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that shall not agree to make any payments or modifications to agreements in connection therewith without the prior written consent of First Leesport, and promptly (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to do or cause the best of its ability permit to be done taken, any action that would substantially impair the prospects of completing the Merger; provided that nothing herein contained shall preclude First Leesport or Merchants from exercising its rights under this Agreement. (b) First Leesport and Merchants shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of such shareholders and transactions contemplated hereby, and to be filed by First Leesport with the SEC in the Registration Statement, which Prospectus/Proxy statement shall conform in all things necessarymaterial respects to all applicable legal requirements. First Leesport shall, proper as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and Merchants and First Leesport shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. First Leesport shall advise Merchants, promptly after First Leesport receives notice thereof, of the time when the Registration Statement has become effective or advisable under applicable any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. First Leesport shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and regulations approvals required to consummate and make effective carry out the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly First Leesport shall provide Merchants with as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with many copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy such Registration Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall amendments thereto promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesfiling thereof as Merchants may reasonably request. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders AgreementTransaction Documents, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, SEC and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.45.6, the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the stockholders of the Company vote in favor of and approve the Amended Company Charter and the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable (and in no event later than December 31, 1997) for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned (but in no event to a date later than December 31, 1997) in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A3.4(d)-A and 3.4(d)-B. (e) Except as provided on Schedule 5.1(e), 3.4(d)-B from the date hereof until the sooner to occur of (A) the date on which the Investor Nominees (as defined in the Stockholders Agreement) first become members of the Board, and 3.4(d)-C.(B) if the Stockholder Approval vote fails, the date of the stockholder meeting at which the Stockholder Approval failed, (i) no grant or award of options or other similar equity-related or incentive compensation shall be made pursuant to or by amendment to the agreements listed on Schedule 3.9(e), and (ii) any employment, stock option or other agreement entered into and which contains a change-of- control or similar provision shall contain only a change-of-control provision approved by Buyer.

Taking of Necessary Action. (a) Each party hereto agrees The Company, West and each Investor (solely with respect to the Investment) shall cooperate with each other and use its commercially (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts promptly to take or cause to be taken all action actions, and promptly to do or cause to be done all things things, necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the transactions contemplated Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including, without limitation, appropriate filings pursuant to the HSR Act) and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions. In exercising the foregoing rights, the Company, West and each Investor shall act reasonably and as promptly as practicable. The Company's, West's and (solely with respect to the Investment) each Investor's obligations under this Section 6.01 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, or any other actions by a Governmental Authority, challenging the Transactions, including using reasonable best efforts to seek to have any stay or other injunctive relief which would prevent or materially delay or impair the consummation of the Transactions entered by any court or other Governmental Authority reversed on appeal or vacated. For purposes of this Section 6.01, as it relates to each Investor, "reasonable best efforts" shall include each Investor's agreement to hold its airline assets, if any, in one or more subsidiaries separate from the company that will hold such Investor's equity interest in the Company. Except as provided in the immediately preceding sentence, each Investor shall not be required (1) to divest, or agree to divest, any of its businesses or assets or any interest therein, or (2) to take or agree to take any other action or agree to any limitation, restriction or condition that could reasonably be expected to materially impair the benefits to such Investor expected, as of the date of this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and realized from the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party of the parties hereto agrees to use its commercially respective reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated by Transactions. Without limiting the foregoing, Buyer and AT&T Broadband agree as follows: (a) AT&T Broadband shall make or cause the Company to make all necessary filings in connection with the AT&T Broadband Required Regulatory Approvals promptly following the date of this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable best efforts to respond to any comments of the SEC, and to furnish or cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As furnished, as promptly as practicable after the date hereofpracticable, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional all information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, documents requested with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing such AT&T Broadband Required Regulatory Approvals and shall otherwise cooperate with the applicable Governmental Entity in order to obtain any AT&T Broadband Required Regulatory Approval. AT&T Broadband shall use its reasonable best efforts to resolve, or cause the Company to resolve, such objections, if any, as any Governmental Entity may assert with respect to this Agreement and the Transactions in taking connection with the actions described AT&T Broadband Required Regulatory Approvals in as expeditious a manner as possible. (b) Buyer shall make all necessary filings in connection with the Buyer Required Regulatory Approvals promptly following the date of this paragraph. Whenever any event occurs which is required Agreement, and shall use its reasonable best efforts to furnish or cause to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyerfurnished, as the case may bepromptly as practicable, all information and documents requested with respect to such Buyer Required Regulatory Approvals and shall promptly inform the other party of such occurrence and otherwise cooperate in filing with the SEC or applicable Governmental Entity in order to obtain any Buyer Required Regulatory Approval. Buyer shall use its staff or reasonable best efforts to resolve such objections, if any, as any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant Governmental Entity may assert with respect to this AgreementAgreement and the Transactions in connection with the Buyer Required Regulatory Approvals in as expeditious a manner as possible. (c) The Company Buyer shall call a meeting undertake any required or desired notifications to or filings with the FCC, if any, and shall coordinate the making of its stockholders to be held as promptly as practicable such notifications or filings with counsel for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting AT&T and obtaining additional proxies or votesAT&T Broadband. (d) The Company AT&T Broadband and Buyer shall cooperate in making any filings under the HSR Act promptly following the date of this Agreement and in seeking early termination relating to such filings. (e) AT&T Broadband and Buyer shall (to the extent permitted by law or regulation or any applicable confidentiality agreement) deliver to each other copies of any filings made with a Governmental Entity promptly after the same are filed and, to the extent practicable, shall consult with the each other with respect to the obtaining of any consents, approvals and authorizations of Governmental Entities. (f) AT&T Broadband and Buyer shall keep each other apprised of the status of matters relating to completion of the Transactions. (g) In the event that a suit is instituted by a Person or Governmental Entity challenging this Agreement and the Transactions as violative of applicable antitrust or competition law, each of AT&T Broadband and Buyer shall use its commercially respective reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.resist or resolve such dispute.

Taking of Necessary Action. (a) Each party hereto agrees First Jermyn and Upper Valley shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither Upper Valley nor any Upper Valley Subsidiary shall agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of First Jermyn, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude First Jermyn or Upper Valley from exercising its rights under this Agreement. (b) Upper Valley and First Jermyn shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and to be filed by First Jermyn with the SEC in the Registration Statement, which Prospectus/Proxy statement shall conform in all things necessarymaterial respects to all applicable legal requirements. First Jermyn shall, proper as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and Upper Valley and First Jermyn shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. First Jermyn will advise Upper Valley, promptly after First Jermyn receives notice thereof, of the time when the Registration Statement has become effective or advisable under applicable any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. First Jermyn shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and regulations approvals required to consummate and make effective carry out the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders First Jermyn will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly provide Upper Valley with as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with many copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy such Registration Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall amendments thereto promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesfiling thereof as Upper Valley may reasonably request. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders AgreementTransaction Documents, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)hereof, the Company shall prepare and file with the SEC a preliminary proxy statement statement, as may be amended or supplemented (as amended and supplemented the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, (i) an amendment and restatement to the Articles of Incorporation (the "Amended Articles of Incorporation"), the form of which is attached hereto as EXHIBIT F, (ii) issuance of Company Common Shares in connection with the Merger Agreement and (iii) the transactions contemplated by this Agreement, including but not limited to the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with Series B Preferred Shares pursuant to this Agreement (the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer"Voting Proposals"). The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.45.3 herein, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Voting Proposals. The Company Common Stock pursuant shall use its best efforts to this Agreementobtain such approval. (c) The Company shall call a meeting of its stockholders (the "Company Stockholders Meeting") to be held as promptly as practicable after the date hereof, for the purpose of voting upon on the transactions (including the issuance of Company Common Stock) contemplated hereby; Voting Proposals, provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The . At such meeting, the Company shall use its commercially reasonable best efforts to obtain solicit from holders of Company Common Shares and Company Series A Preferred Shares proxies in favor of the consents set forth Voting Proposals. The Company agrees that it shall vote, or cause to be voted, in each favor of Schedules 3.4(d)-A, 3.4(d)-B the Voting Proposals all Company Common Shares and 3.4(d)-C.Company Series A Preferred Shares directly or indirectly owned by it.

Taking of Necessary Action. (a) Each party hereto agrees The Company, West and Investor (solely with respect to the Investment) shall cooperate with each other and use its commercially (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts promptly to take or cause to be taken all action actions, and promptly to do or cause to be done all things things, necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the transactions contemplated Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including, without limitation, appropriate filings pursuant to the HSR Act) and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions. In exercising the foregoing rights, the Company, West and Investor shall act reasonably and as promptly as practicable. The Company's, West's and (solely with respect to the Investment) Investor's obligations under this Section 6.01 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, or any other actions by a Governmental Authority, challenging the Transactions, including using reasonable best efforts to seek to have any stay or other injunctive relief which would prevent or materially delay or impair the consummation of the Transactions entered by any court or other Governmental Authority reversed on appeal or vacated. For purposes of this Section 6.01, as it relates to Investor, "reasonable best efforts" shall include Investor's agreement to (i) hold its airline assets, if any, in one or more subsidiaries separate from the company that will hold the Investor's equity interest in the Company, and (ii) nominate an Investor Director (as defined in the Stockholders Agreement) whose service would not conflict with applicable law. Except as provided in the immediately preceding sentence, Investor shall not be required (1) to divest, or agree to divest, any of its businesses or assets or any interest therein, or (2) to take or agree to take any other action or agree to any limitation, restriction or condition that could reasonably be expected to materially impair the benefits to Investor expected, as of the date of this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, realized from the transactions contemplated hereby is anticipated to occur on May 12, 1998hereby. (b) As promptly as practicable after Each of the date hereof (it being understood that Company, West and Investor shall, to the relevant stockholders' meeting is anticipated extent related to occur on May 12the Investment, 1998in connection with obtaining the approvals referenced in Section 6.01(a), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable best efforts to respond (i) subject to applicable law, permit the other party or the other party's outside counsel to review in advance any comments proposed written communication between it and any Governmental Authority, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received by such party from, or given by such party to, any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the SECtransactions contemplated hereby, (iii) consult with each other in advance to the extent practicable of any meeting or conference with any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to cause the Proxy Statement extent permitted by the applicable Governmental Authority or other Person, give the other party the opportunity to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereofattend and participate in such meetings and conferences, the Company shall prepare and file (iv) furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates on one hand, and any other filings required of the Company such Governmental Authority or its Subsidiaries under respective staff on the Exchange Actother hand, the Securities Act or any other federal, state or local laws relating with respect to this Agreement and the transactions contemplated hereby, and state takeover laws except that (the "Other Filings"). The Company and Buyer will notify each other promptly A) any materials concerning Investor's valuation of the receipt transaction may be redacted and (B) any proprietary information of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements one party not previously disclosed to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with may be disclosed only to the SEC or its staff or any other government officialsparty's outside counsel, and/or mailing to stockholders at the option of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementdisclosing party. (c) The Company shall call shall, in coordination with Investor (i) file with the Bankruptcy Court a meeting of its stockholders bidding procedures motion, reasonably satisfactory to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting Investor, seeking approval of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents break-up fee set forth in each Section 8.02(b) hereof, the expense reimbursement provisions set forth in Section 9.01 hereof and the provisions of Schedules 3.4(d)-ASection 4.20 of the Merger Agreement, 3.4(d)-B and 3.4(d)-C.(ii) diligently seek approval of the Transactions (consistent with the Bidding Procedures, as hereinafter defined), and (iii) if the Company has determined that the Merger represents a highest and best Qualified Competing Plan Proposal (as defined in the order approving the bidding procedures), (A) file with the Bankruptcy Court, and diligently seek approval of, the Disclosure Statement (with the Plan attached as an exhibit thereto) reasonably satisfactory to Investor and (B) seek to obtain, as expeditiously as possible, a Confirmation Order with respect to the Plan that is reasonably satisfactory to the Investors.

Taking of Necessary Action. (a) Each party hereto agrees Subject to the terms and conditions of this Agreement, Northwest MHC, Northwest Bancorp and First Bell Bancorp shall each use its commercially reasonable best efforts promptly in good f▇▇▇▇, and each of them shall cause its Subsidiaries to take use their reasonable best efforts in good faith, to take, or cause to be taken taken, all action actions, and promptly to do do, or cause to be done done, all things necessary, proper or advisable under applicable laws so as to permit consummation of the Merger and regulations the other transactions contemplated hereby as soon as practicable after the date hereof, and otherwise to consummate enable consummation of such transactions, including the satisfaction of the conditions set forth in Article VI hereof, and make effective shall cooperate fully with the other parties hereto to that end. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the other transactions contemplated hereby pursuant to this Agreement; provided that nothing herein contained shall preclude a party to this Agreement from exercising its rights under this Agreement. (b) First Bell Bancorp shall prepare, subject to the review and consent by N▇▇▇▇west Bancorp with respect to matters relating to Northwest Bancorp and the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 a Proxy Statement to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") filed by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled First Bell Bancorp with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at of ▇▇▇▇t Bell Bancorp in connection with the earliest practicable timemeeting of its stockholders t▇ ▇▇nsider the adoption of this Agreement, which Proxy Statement shall conform to all applicable legal requirements and be filed in preliminary form within forty (40) days after the date hereof. As The parties shall cooperate with each other with respect to the preparation of the Proxy Statement and shall use their reasonable best efforts to have the Proxy Statement mailed to stockholders as promptly as practicable after the date hereof, the Company shall prepare and file any other filings required such filing. First Bell Bancorp will promptly advise Northwest Bancorp of the Company time ▇▇▇▇ the Proxy Statement has been filed and mailed, or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filinginformation. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated supplied by reference Northwest Bancorp for inclusion in the Proxy Statement or any Other Filing and shall otherwise cooperate with will not, at the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to time the Proxy Statement or any Other Filing, is mailed to First Bell Bancorp stockholders and the Company or Buyer, as the case may be, shall promptly inform the other party date of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed stockho▇▇▇▇s of First Bell Bancorp to which such Proxy Statement relates, contain an▇ ▇▇true statement of a material fact or adjourned omit to state any material fact necessary in order to permit additional time for soliciting and obtaining additional proxies or votesmake the statements therein not misleading. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees First Guaranty Bancshares, First Guaranty Bank, Greensburg Bancshares and Greensburg shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) obtain any necessary stockholder approval of their respective stockholders to complete the Merger, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (iii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the other transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each Person whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that Greensburg Bancshares and Greensburg shall not agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of First Guaranty Bancshares nor shall Greensburg Bancshares or Greensburg be required to make any payments in connection therewith, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude First Guaranty Bancshares or advisable Greensburg Bancshares from exercising its rights under applicable laws this Agreement. (b) Greensburg Bancshares and regulations First Guaranty Bancshares shall jointly prepare, subject to consummate the joint review and make effective consent of the Parties, with respect to matters relating to the parties and the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 a Proxy Statement to be satisfied. Each party acknowledges that filed by Greensburg Bancshares, if required, with any of the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SECRegulatory Authorities, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SECapplicable, and to cause the Proxy Statement to be mailed to the Company's stockholders at of Greensburg Bancshares in connection with the earliest practicable timemeeting of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform to all applicable legal requirements. As The parties shall cooperate with each other with respect to the preparation of the Proxy Statement. Greensburg Bancshares shall use all reasonable efforts to have the Proxy Statement mailed to stockholders as promptly as practicable after First Guaranty Bancshares has received notice from the date hereof, Regulatory Authorities that the Company shall prepare and file any other filings required Applications for approval of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings")by this Agreement are substantially complete. The Company and Buyer Greensburg Bancshares will notify each other promptly advise First Guaranty Bancshares of the receipt time when the Proxy Statement has been filed and mailed, or of any comments from the SEC Regulatory Authorities or its staff and of any request by the SEC or its staff or any other government officials Regulatory Authorities for amendments or supplements to additional information. First Guaranty Bancshares and First Guaranty Bank will furnish Greensburg Bancshares with all information concerning First Guaranty Bancshares and First Guaranty Bank as is reasonably required by Greensburg Bancshares in connection with the preparation of the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other FilingStatement. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated supplied by reference First Guaranty Bancshares for inclusion in the Proxy Statement or any Other Filing and shall otherwise cooperate with will not, at the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to time the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing is mailed to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the Greensburg Bancshares stockholders, the meeting contain any untrue statement of the stockholders shall be postponed a material fact or adjourned omit to state any material fact necessary in order to permit additional time for soliciting and obtaining additional proxies or votesmake the statements therein not misleading. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party 5.2.1 Subject to the terms and conditions of this Agreement, each of the parties hereto agrees agrees, subject to applicable laws and the fiduciary duties of CNA’s or NSB’s Boards of Directors, as advised in writing by their respective counsel, to use its commercially all reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Related Agreements, including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, subject NSB and CNA will use their reasonable best efforts to obtain all consents of third parties and Governmental Entities necessary or, in the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that reasonable opinion of NSB or CNA advisable for the Company's stockholders' meeting at which the stockholders will vote on, among other things, consummation of the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable by this Agreement. In case at any time after the date hereof (it being understood that Effective Time any further action is necessary or desirable to carry out the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance purposes of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other FilingRelated Agreements, the Company proper officers or Buyerdirectors of NSB or CNA, as the case may be, shall take all such necessary action. 5.2.2 CNA and NSB shall cooperate and use all commercially reasonable efforts to obtain all consents, approvals and agreements of, and to give and make all notices and filings with, any Governmental Entity necessary to authorize, approve or permit the consummation of the transactions contemplated by this Agreement and the Related Agreements and any other agreements contemplated hereby or thereby, including, without limitation, as set forth on Schedule 3.13 and Schedule 4.7. Without limiting the generality of the foregoing, NSB and its Affiliates shall, within ten (10) Business Days after the date hereof, file with the CDFI, the NCFID and the FDIC for approval of the Merger. NSB will provide CNA and its counsel the opportunity to review in advance and to provide comments no later than three (3) Business Day following receipt of all such filings with any Governmental Entity. Each party shall provide to the other at the request of the other party: (i) immediately prior to the filing thereof, copies of all material statements, applications, correspondence or forms to be filed with the appropriate regulatory authorities to obtain the Requisite Regulatory Approvals; (ii) promptly inform after delivery to, or receipt from, such regulatory authorities all written communications, letters, reports or other documents relating to the transactions contemplated by this Agreement; and (iii) reports of all material oral communications between the other party of such occurrence and cooperate in filing with any appropriate bank regulatory authorities regarding the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementRequisite Regulatory Approvals. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to Both Sellers and the Subject Companies, on the one hand, and Buyer, on the other hand, will cooperate and use its their respective commercially reasonable best efforts promptly at their own expense to take or cause prepare all documentation, to be taken effect all action filings and promptly to do or cause to be done obtain all things necessarypermits, proper or advisable under applicable laws consents, approvals and regulations authorizations of all third parties and Governmental Authorities required on the part of such Person that are necessary to consummate the transactions contemplated by this Agreement. Each of Sellers and make effective Buyer will have the right to review in advance, and to the extent practicable each will consult with the other 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 Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, in each case subject to applicable laws relating to the terms exchange of information. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and conditions hereof as promptly as practicable. Each of Buyer, Sellers and thereofSubject Companies commits to submit all required applications or notices to the appropriate Governmental Authorities not later than August 30, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied2002. Each party acknowledges hereto agrees that it will consult with the Company's stockholders' meeting at which other party hereto with respect to the stockholders will vote onobtaining of all material permits, among other thingsconsents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated hereby is anticipated by this Agreement and each party will keep the other party appraised of the status of material matters relating to occur on May 12completion of the transactions contemplated hereby. To the extent necessary, 1998Buyer and Sellers shall cause their respective Affiliates to take any action necessary in connection with the foregoing. Sellers and Subject Companies agree that, promptly after the date hereof, they will begin seeking all permits, consents, approvals and authorizations from third parties and Governmental Authorities to transfer the Excluded Assets and Excluded Liabilities consistent with Seller's obligations under Section 5.01 and to consummate the Stock Acquisition. In the event that not all such permits, consents, approvals and authorizations are obtained prior to the Effective Time, Sellers will continue after the Effective Time to use their reasonable best efforts to obtain such permits, consents, approvals and authorizations. (b) As promptly Each 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 practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled reasonably necessary or advisable in connection with the SEC and as it may be mailed to the Company's stockholdersany filing, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments notice or application made by or on behalf of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any such other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them party or any of their respective representatives, on the one hand, and the SEC its Subsidiaries to any third party or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementGovernmental Authority. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders AgreementTransaction Documents, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, SEC and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.45.6, the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the stockholders of the Company vote in favor of and approve the Amended Company Charter and the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable (and in no event later than December 31, 1997) for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned (but in no event to a date later than December 31, 1997) in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A3.4(d)-A and 3.4(d)-B. (e) Except as provided on Schedule 5.1(e), 3.4(d)-B from the date hereof until the sooner to occur of (A) the date on which the Investor Nominees (as defined in the Stockholders Agreement) first become members of the Board, and 3.4(d)-C.(B) if the Stockholder Approval vote fails, the date of the stockholder meeting at which the Stockholder Approval failed, (i) no grant or award of options or other similar equity-related or incentive compensation shall be made pursuant to or by amendment to the agreements listed on Schedule 3.9(e), and (ii) any employment, stock option or other agreement entered into and which contains a change-of-control or similar provision shall contain only a change-of-control provision approved by Buyer.

Taking of Necessary Action. (a) Each party hereto agrees Subject to the terms and conditions of this Agreement, Northwest and Skibo shall each use its commercially reasonable best efforts promptly in good faith, a▇▇ ▇▇ch of them shall cause its Subsidiaries to take use their reasonable best efforts in good faith, to take, or cause to be taken taken, all action actions, and promptly to do do, or cause to be done done, all things necessary, proper or advisable under applicable laws so as to permit consummation of the Merger and regulations the other transactions contemplated hereby as soon as practicable after the date hereof, and otherwise to consummate enable consummation of such transactions, including the satisfaction of the conditions set forth in Article VI hereof, and make effective shall cooperate fully with the other parties hereto to that end. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the other transactions contemplated hereby pursuant to this Agreement; provided that nothing herein contained shall preclude a party to this Agreement from exercising its rights under this Agreement. (b) Skibo Financial shall prepare, subject to the review of Northwes▇ ▇▇▇h respect to matters relating to Northwest and the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Stockholder Proxy Statement") , which shall be filed by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled Skibo Financial with the SEC and as it may be mailed to the Company's stockholders, shall be stockholders of S▇▇▇▇ Financial in form and substance reasonably satisfactory to Buyer. The Company shall use connection with the meeting of its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the ▇▇▇ transactions contemplated hereby, and state takeover laws which shall conform to all applicable legal requirements. Should it be required by Regulatory Authorities, Skibo MHC shall prepare, subject to the review and consent of Nor▇▇▇▇▇t with respect to matters relating to Northwest and the transactions contemplated by this Agreement, the Member Proxy Statement, which shall be filed by Skibo MHC with the Regulatory Authorities and mailed to members ▇▇ ▇▇ibo MHC in connection with any meeting of depositors and t▇▇ ▇▇ansactions contemplated hereby. The parties shall cooperate with each other with respect to the preparation of the Stockholder Proxy Statement and any Member Proxy Statement. Skibo Financial and Skibo MHC shall, as promptly as practicable ▇▇▇▇owing the prepara▇▇▇▇ thereof, file any proxy statement with the Regulatory Authorities, and use all reasonable efforts to have the Stockholder Proxy Statement mailed to stockholders, and if necessary the Member Proxy Statement mailed to members, as promptly as practicable after such filing, provided that Skibo Financial and Skibo MHC shall have received an updated F▇▇▇▇▇ss Opinion as o▇ ▇ ▇ate no more than three days prior to the date of the Stockholder Proxy Statement (the "Other FilingsUpdated Fairness Opinion"). The Company Skibo Financial and Buyer First Carnegie will notify each other promptly advise Nort▇▇▇▇▇ of the receipt time when the Stockholder Proxy Statement and any Member Proxy Statement has been filed and mailed, and of any comments from the SEC or its staff any Regulatory Authority and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or Regulatory Authority for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementinformation. (c) The Company shall call a meeting of its stockholders Northwest agrees that the information to be held as promptly as practicable supplied by Northwest for inclusion in the purpose Stockholder Proxy Statement and any Member Proxy Statement will not, at the time they are mailed, contain any untrue statement of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed material fact or adjourned omit to state any material fact necessary in order to permit additional make the statements therein not misleading. The information supplied, or to be supplied, by Northwest for inclusion in the Applications will be, at the time for soliciting and obtaining additional proxies or votessuch documents are filed with any Regulatory Authority, accurate in all material respects. (d) Skibo agrees that, except for any information provided by Northwes▇ ▇▇▇cerning Northwest for inclusion therein, the Stockholder Proxy Statement and any Member Proxy Statement will not, at the time it or they are mailed, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading. The Company shall use its commercially reasonable best efforts information supplied, or to obtain be supplied, by Skibo for inclusion in the consents set forth Applications will be, at the time ▇▇▇▇ documents are filed with any Regulatory Authority, accurate in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.all material aspects.

Taking of Necessary Action. (a) Each party hereto agrees to Kearny and Pulaski shall each use its commercially reasonable best efforts promptly in good faith to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby (including assignment of leases without any material change in terms), provided that Pulaski shall not agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Kearny, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the MHC Merger and the Mid-Tier Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Kearny or advisable Pulaski from exercising its rights under applicable laws this Agreement. (b) Pulaski shall prepare, subject to the review of Kearny with respect to matters relating to Kearny and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights AgreementProxy Statement to be filed by Pulaski Bancorp with the SEC and to be mailed to the stockholders of Pulaski Bancorp in connection with the meeting of its stockholders and transactions contemplated hereby, the Contingent Value Right Agreement which Proxy Statement shall conform to all applicable legal requirements. Should it be required by Regulatory Authorities, Pulaski MHC and the Stockholders AgreementPulaski Savings shall prepare, subject to the terms review and conditions hereof consent of Kearny with respect to matters relating to Kearny and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12by this Agreement, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be filed by Pulaski MHC with the Regulatory Authorities and to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required members in connection with a meeting of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement members and the transactions contemplated hereby. The parties shall cooperate with each other with respect to the preparation of any Proxy Statement. Pulaski shall, as promptly as practicable following the preparation thereof and within forty-five days of the date of this Agreement, file any Proxy Statement with the Regulatory Authorities, and state takeover laws Pulaski shall use all reasonable efforts to have any Proxy Statement mailed to stockholders, and if necessary members, as promptly as practicable after such filing, provided that Pulaski Bancorp and Pulaski MHC shall have received an updated Fairness Opinion as of a date no more than three days prior to the date of the Proxy Statement (the "Other FilingsUpdated Fairness Opinion"). The Company Pulaski Bancorp and Buyer Pulaski Savings will notify each other promptly advise Kearny of the receipt time when any Proxy Statement has been filed and mailed, or of any comments from the SEC any Regulatory Authority or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or Regulatory Authority for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementinformation. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees The Company, West and each Investor (solely with respect to the Investment) shall cooperate with each other and use its commercially (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts promptly to take or cause to be taken all action actions, and promptly to do or cause to be done all things things, necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the transactions contemplated Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including, without limitation, appropriate filings pursuant to the HSR Act) and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions. In exercising the foregoing rights, the Company, West and each Investor shall act reasonably and as promptly as practicable. The Company's, West's and (solely with respect to the Investment) each Investor's obligations under this Section 6.01 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, or any other actions by a Governmental Authority, challenging the Transactions, including using reasonable best efforts to seek to have any stay or other injunctive relief which would prevent or materially delay or impair the consummation of the Transactions entered by any court or other Governmental Authority reversed on appeal or vacated. For purposes of this Section 6.01, as it relates to each Investor, "reasonable best efforts" shall include each Investor's agreement to hold its airline assets, if any, in one or more subsidiaries separate from the company that will hold such Investor's equity interest in the Company. Except as provided in the immediately preceding sentence, each Investor shall not be required (1) to divest, or agree to divest, any of its businesses or assets or any interest therein, or (2) to take or agree to take any other action or agree to any limitation, restriction or condition that could reasonably be expected to materially impair the benefits to such Investor expected, as of the date of this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, realized from the transactions contemplated hereby is anticipated to occur on May 12, 1998hereby. (b) As promptly as practicable after Each of the date hereof (it being understood that Company, West and each Investor shall, to the relevant stockholders' meeting is anticipated extent related to occur on May 12the Investment, 1998in connection with obtaining the approvals referenced in Section 6.01(a), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable best efforts to respond (i) subject to applicable law, permit the other party or the other party's outside counsel to review in advance any comments proposed written communication between it and any Governmental Authority, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received by such party from, or given by such party to, any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the SECtransactions contemplated hereby, (iii) consult with each other in advance to the extent practicable of any meeting or conference with any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to cause the Proxy Statement extent permitted by the applicable Governmental Authority or other Person, give the other party the opportunity to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereofattend and participate in such meetings and conferences, the Company shall prepare and file (iv) furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates on one hand, and any other filings required of the Company such Governmental Authority or its Subsidiaries under respective staff on the Exchange Actother hand, the Securities Act or any other federal, state or local laws relating with respect to this Agreement and the transactions contemplated hereby, and state takeover laws except that (the "Other Filings"). The Company and Buyer will notify A) any materials concerning each other promptly Investor's valuation of the receipt transaction may be redacted and (B) any proprietary information of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements one party not previously disclosed to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with may be disclosed only to the SEC or its staff or any other government officialsparty's outside counsel, and/or mailing to stockholders at the option of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementdisclosing party. (c) The Company shall call shall, in coordination with each Investor (i) file with the Bankruptcy Court a meeting of its stockholders bidding procedures motion, reasonably satisfactory to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting Investor, seeking approval of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents expense reimbursement provisions set forth in each Section 9.01 hereof and the provisions of Schedules 3.4(d)-ASection 4.20 of the Merger Agreement, 3.4(d)-B and 3.4(d)-C.(ii) diligently seek approval of the Transactions (consistent with the Bidding Procedures, as hereinafter defined), and (iii) if the Company has determined that the Merger represents a highest and best Qualified Competing Plan Proposal (as defined in the order approving the bidding procedures), (A) file with the Bankruptcy Court, and diligently seek approval of, the Disclosure Statement (with the Plan attached as an exhibit thereto) reasonably satisfactory to such Investor and (B) seek to obtain, as expeditiously as possible, a Confirmation Order with respect to the Plan that is reasonably satisfactory to such Investor.

Taking of Necessary Action. (a) Each party hereto agrees The Company, West and Investor (solely with respect to the Investment) shall cooperate with each other and use its commercially (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts promptly to take or cause to be taken all action actions, and promptly to do or cause to be done all things things, necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the transactions contemplated Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including, without limitation, appropriate filings pursuant to the HSR Act) and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions. In exercising the foregoing rights, the Company, West and Investor shall act reasonably and as promptly as practicable. The Company's, West's and (solely with respect to the Investment) Investor's obligations under this Section 6.01 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, or any other actions by a Governmental Authority, challenging the Transactions, including using reasonable best efforts to seek to have any stay or other injunctive relief which would prevent or materially delay or impair the consummation of the Transactions entered by any court or other Governmental Authority reversed on appeal or vacated. For purposes of this Section 6.01, as it relates to Investor, "reasonable best efforts" shall include Investor's agreement to (i) hold its airline assets, if any, in one or more subsidiaries separate from the company that will hold the Investor's equity interest in the Company, and (ii) nominate an Investor Director (as defined in the Stockholders Agreement) whose service would not conflict with applicable law. Except as provided in the immediately preceding sentence, Investor shall not be required (1) to divest, or agree to divest, any of its businesses or assets or any interest therein, or (2) to take or agree to take any other action or agree to any limitation, restriction or condition that could reasonably be expected to materially impair the benefits to Investor expected, as of the date of this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, realized from the transactions contemplated hereby is anticipated to occur on May 12, 1998hereby. (b) As promptly as practicable after Each of the date hereof (it being understood that Company, West and Investor shall, to the relevant stockholders' meeting is anticipated extent related to occur on May 12the Investment, 1998in connection with obtaining the approvals referenced in Section 6.01(a), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable best efforts to respond (i) subject to applicable law, permit the other party or the other party's outside counsel to review in advance any comments proposed written communication between it and any Governmental Authority, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received by such party from, or given by such party to, any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the SECtransactions contemplated hereby, (iii) consult with each other in advance to the extent practicable of any meeting or conference with any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to cause the Proxy Statement extent permitted by the applicable Governmental Authority or other Person, give the other party the opportunity to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereofattend and participate in such meetings and conferences, the Company shall prepare and file (iv) furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates on one hand, and any other filings required of the Company such Governmental Authority or its Subsidiaries under respective staff on the Exchange Actother hand, the Securities Act or any other federal, state or local laws relating with respect to this Agreement and the transactions contemplated hereby, and state takeover laws except that (the "Other Filings"). The Company and Buyer will notify each other promptly A) any materials concerning Investor's valuation of the receipt transaction may be redacted and (B) any proprietary information of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements one party not previously disclosed to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with may be disclosed only to the SEC or its staff or any other government officialsparty's outside counsel, and/or mailing to stockholders at the option of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementdisclosing party. (c) The Company shall call shall, in coordination with Investor (i) file with the Bankruptcy Court a meeting of its stockholders bidding procedures motion, reasonably satisfactory to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholdersInvestor, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents expense reimbursement provisions set forth in each Section 9.01 hereof and the provisions of Schedules 3.4(d)-ASection 4.20 of the Merger Agreement, 3.4(d)-B and 3.4(d)-C.(ii) diligently seek approval of the Transactions (consistent with the Bidding Procedures, as hereinafter defined), and (iii) if the Company has determined that the Merger represents a highest and best Qualified Competing Plan Proposal (as defined in the order approving the bidding procedures), (A) file with the Bankruptcy Court, and diligently seek approval of, the Disclosure Statement (with the Plan attached as an exhibit thereto) reasonably satisfactory to Investor and (B) seek to obtain, as expeditiously as possible, a Confirmation Order with respect to the Plan that is reasonably satisfactory to the Investor.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998of this Agreement. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)execution of this Agreement, the Company Seller shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders Shareholders will be asked to approve, among other thingsin accordance with the rules of the AMEX and any applicable laws, the issuance and sale to Buyer of shares of Company Common Stock contemplated herebythe Purchased Shares. The Proxy Statement preliminary proxy statement, as initially filed with the SEC, as it may be amended and refiled with the SEC, and the definitive proxy statement filed with the SEC and as it may be mailed to the Company's stockholdersShareholders (such definitive -------------------------------------------------------------------------------- Page 19 24 proxy statement, the "Proxy Statement"), shall be in form and substance reasonably satisfactory to Buyer. The Company Seller shall use its reasonable efforts to respond to any comments of the SEC, and to cause mail the Proxy Statement to the Shareholders and shall cause any meeting of the Board of Directors or the Shareholders required to be mailed held to consider the Company's stockholders approval of the issuance and sale to Buyer of the Purchased Shares and the transactions contemplated hereby at the earliest practicable time. As promptly as practicable after the date hereof, the Company Seller shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and including any state takeover laws (the "Other Filings"). The Company and Buyer Seller will notify each other Buyer promptly of the receipt of any comments from the SEC or its staff or any other governmental official and of any request by the SEC or its staff or any other government officials official for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other Buyer with copies of all correspondence between each of them the Seller or any of their respective its representatives, on the one hand, and the SEC or its staff or any other government officialsofficial, on the other hand, with respect to the Proxy Statement or any Other Filing. The Seller shall cause the Proxy Statement and any Other Filing shall to comply in all material respects with all applicable requirements of law. Buyer shall provide the Company Seller all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company Seller in taking the actions described in this paragraphSection 5.1(b). Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company Seller or Buyer, as the case may beapplicable, shall promptly inform the other party of such occurrence and cooperate in the preparation and filing with the SEC or its staff or any other government officials, and/or or mailing to stockholders of the CompanyShareholders, as required, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board of Directors that the stockholders of the Company Shareholders vote in favor of and approve the issuance and sale to Buyer of Company Common Stock the Purchased Shares pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees The Company, West and Investor (solely with respect to the Investment) shall cooperate with each other and use its commercially (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts promptly to take or cause to be taken all action actions, and promptly to do or cause to be done all things things, necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Law to consummate and make effective the transactions contemplated Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings (including, without limitation, appropriate filings pursuant to the HSR Act) and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions. In exercising the foregoing rights, the Company, West and Investor shall act reasonably and as promptly as practicable. The Company's, West's and (solely with respect to the Investment) Investor's obligations under this Section 6.01 shall include, without limitation, the obligation to use their respective reasonable best efforts to defend any lawsuits or legal proceedings, whether judicial or administrative, or any other actions by a Governmental Authority, challenging the Transactions, including using reasonable best efforts to seek to have any stay or other injunctive relief which would prevent or materially delay or impair the consummation of the Transactions entered by any court or other Governmental Authority reversed on appeal or vacated. For purposes of this Section 6.01, as it relates to Investor, "reasonable best efforts" shall include Investor's agreement to (i) hold the Investor's equity interest in the Company in one or more subsidiaries separate from the company that holds its airline assets, if any, and (ii) nominate an Investor Director (as defined in the Stockholders Agreement) whose service would not conflict with applicable law. Except as provided in the immediately preceding sentence, Investor shall not be required (1) to divest, or agree to divest, any of its businesses or assets or any interest therein, or (2) to take or agree to take any other action or agree to any limitation, restriction or condition that could reasonably be expected to materially impair the benefits to Investor expected, as of the date of this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, realized from the transactions contemplated hereby is anticipated to occur on May 12, 1998hereby. (b) As Without limiting the foregoing, the parties hereto agree to work in good faith to negotiate and document definitive Commercial Agreements having the terms set forth on Exhibits B-1 through B-4 hereto, and with such additional terms as may be necessary to give effect thereto, as promptly as practicable after and, if possible, within the date hereof timeframe specified in any such Exhibits. All parties agree that claims by Investor and its Affiliates, on the one hand, and claims by East, West and/or their respective Affiliates, on the other hand, may be offset and netted against one another as if Investor and its Affiliates were one entity and East, West and their respective Affiliates were one entity, and the definitive Commercial Agreement shall so provide. (it being understood that c) Each of the relevant stockholders' meeting is anticipated to occur on May 12Company, 1998West and Investor shall, in connection with obtaining the approvals referenced in Section 6.01(a), unless unrelated to the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other thingsInvestor, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with Investment or the SECCommercial Agreements, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable best efforts to respond (i) subject to applicable law, permit the other party or the other party's outside counsel to review in advance any comments proposed written communication between it and any Governmental Authority, (ii) promptly inform each other of any communication (or other correspondence or memoranda) received by such party from, or given by such party to, any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the SECtransactions contemplated hereby, (iii) consult with each other in advance to the extent practicable of any meeting or conference with any Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to cause the Proxy Statement extent permitted by the applicable Governmental Authority or other Person, give the other party the opportunity to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereofattend and participate in such meetings and conferences, the Company shall prepare and file (iv) furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates on one hand, and any other filings required of the Company such Governmental Authority or its Subsidiaries under respective staff on the Exchange Actother hand, the Securities Act or any other federal, state or local laws relating with respect to this Agreement and the transactions contemplated hereby, and state takeover laws except that (the "Other Filings"). The Company and Buyer will notify each other promptly A) any materials concerning Investor's valuation of the receipt transaction may be redacted and (B) any proprietary information of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements one party not previously disclosed to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with may be disclosed only to the SEC or its staff or any other government officialsparty's outside counsel, and/or mailing to stockholders at the option of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesdisclosing party. (d) The Company shall use its commercially reasonable best efforts shall, in coordination with Investor (i) file with the Bankruptcy Court a bidding procedures motion, reasonably satisfactory to obtain Investor, seeking approval of the consents break-up fee set forth in each Section 8.02(b) hereof and the expense reimbursement provisions set forth in Section 9.01 hereof, (ii) diligently seek approval of Schedules 3.4(d)-Athe Transactions (consistent with the Bidding Procedures, 3.4(d)-B as hereinafter defined), and 3.4(d)-C.(ii) if the Company has determined that the Merger represents a highest and best Qualified Competing Plan Proposal (as defined in the order approving the bidding procedures), (A) file with the Bankruptcy Court, and diligently seek approval of, the Disclosure Statement (with the Plan attached as an exhibit thereto) reasonably satisfactory to Investor and (B) seek to obtain, as expeditiously as possible, a Confirmation Order with respect to the Plan that is reasonably satisfactory to the Investors.