WITHHELD) TO ANY AFFILIATE OF PURCHASER IF THE TRANSFEREE
AGREES IN WRITING FOR THE BENEFIT OF THE COMPANY (WITH A COPY THEREOF TO BE
FURNISHED TO THE COMPANY AND TO BE IN FORM AND SUBSTANCE REASONABLE SATISFACTORY
TO THE COMPANY) TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND PROVIDED THAT, IN
CONJUNCTION THEREWITH, THE ASSIGNEE MAKES TO THE COMPANY THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SECTIONS 4.5 AND 4.6 AS IF SUCH ASSIGNEE WERE
"PURCHASER" THEREIN AND THE CLOSING AND CLOSING DATE REFERRED TO IN SECTIONS 4.5
AND 4.6 WERE THE CLOSING AND CLOSING DATE OF SUCH ASSIGNMENT; AND
(B)
TRANSFERS PURSUANT TO A MERGER, TENDER OFFER OR EXCHANGE OFFER OR
OTHER BUSINESS COMBINATION, ACQUISITION OF ASSETS OR SIMILAR TRANSACTION OR
CHANGE OF CONTROL INVOLVING THE COMPANY OR ANY COMPANY SUBSIDIARY SO LONG AS
SUCH TRANSACTION HAS BEEN APPROVED BY THE COMPANY BOARD.
7.3
INDEMNITY FOR PURCHASER.
THE COMPANY AGREES TO INDEMNIFY AND HOLD
HARMLESS PURCHASER AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS,
DIRECTORS, PARTNERS, MEMBERS AND EMPLOYEES, AND EACH PERSON WHO CONTROLS
PURCHASER WITHIN THE MEANING OF THE EXCHANGE ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER (EACH AN "INDEMNIFIED PERSON"), TO THE FULLEST EXTENT
LAWFUL, FROM AND AGAINST ANY AND ALL JUDGMENTS, FINES, AMOUNTS PAID IN
SETTLEMENT AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS)
(COLLECTIVELY, "LOSSES") ARISING OUT OF OR RESULTING FROM ANY ACTION, SUIT,
CLAIM, PROCEEDING OR INVESTIGATION BY ANY GOVERNMENTAL AUTHORITY, STOCKHOLDER OF
THE COMPANY OR ANY OTHER PERSON (OTHER THAN THE COMPANY) RELATING TO THIS
AGREEMENT OR THE TRANSACTION (OTHER THAN ANY LOSSES DETERMINED BY A COURT OF
COMPETENT JURISDICTION TO BE ATTRIBUTABLE TO THE ACTS, ERRORS OR OMISSIONS ON
THE PART OF PURCHASER, BUT NOT INCLUDING THE TRANSACTION).
WITH RESPECT TO ANY
LOSSES IN RESPECT OF WHICH INDEMNITY MAY BE SOUGHT UNDER THIS SECTION 7.3, THE
RESPECTIVE RIGHTS AND OBLIGATIONS AND PROCEDURES CONTAINED IN SECTION 6.7 SHALL
APPLY AS IF RESTATED IN THIS SECTION 7.3.
IN NO EVENT SHALL THE COMPANY BE
LIABLE OR OTHERWISE RESPONSIBLE TO ANY INDEMNIFIED PERSON FOR ANY CONSEQUENTIAL
OR PUNITIVE DAMAGES EXCEPT TO THE SAME EXTENT THAT A DIRECTOR OF THE COMPANY
WOULD BE ENTITLED TO INDEMNIFICATION FOR SUCH DAMAGES UNDER THE COMPANY'S
CERTIFICATE OF INCORPORATION, BYLAWS OR THE DELAWARE GENERAL CORPORATION LAW.
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7.4
BANK HOLDING COMPANY MATTERS.
(A)
EACH OF PURCHASER AND THE COMPANY AGREES TO COMPLY IN ALL MATERIAL
RESPECTS WITH ALL LAWS AND REGULATIONS APPLICABLE TO IT AS A REGISTERED BANK
HOLDING COMPANY.
(B)
PURCHASER AGREES THAT IT SHALL NOT, AND SHALL NOT PERMIT ANY OF
ITS AFFILIATES TO, MAKE ANY INVESTMENTS OR ACQUISITIONS OR TAKE ANY OTHER
ACTIONS THAT WOULD REASONABLY BE EXPECTED TO CAUSE PURCHASER TO BECOME A BANK
HOLDING COMPANY WITH RESPECT TO ANY OTHER ENTITY OR OTHERWISE BE LOOKED TO AS A
SOURCE OF STRENGTH FOR ANY OTHER ENTITY PARTIALLY OR WHOLLY OWNED, CONTROLLED BY
OR AFFILIATED WITH PURCHASER, TO CAUSE ANY BANK SUBSIDIARY OF THE COMPANY TO
BECOME LIABLE (CONTINGENTLY OR OTHERWISE) FOR ANY