COURT OR REGULATORY APPROVALS, CONSENTS OR STATEMENTS OF
NON-OBJECTION NECESSARY TO ALLOW IT TO ACQUIRE THE CONVERTIBLE PREFERRED STOCK
AND CONVERSION SECURITIES IT WILL OR MAY ACQUIRE OR TO OWN OR CONTROL THE
CONVERTIBLE PREFERRED STOCK AND CONVERSION SECURITIES IT WILL OR MAY OWN OR
CONTROL FOLLOWING THE DATE HEREOF, INCLUDING ANY APPROVALS, CONSENTS OR
STATEMENTS OF NON-OBJECTION REQUIRED BY ANY STATE OR FEDERAL BANKING REGULATORY
AUTHORITY (AND IN EACH CASE TAKING INTO ACCOUNT SECTIONS 8(C), 9(G) AND 9(H) OF
THE CERTIFICATE OF DESIGNATIONS).
IN PERFORMING ITS OBLIGATIONS UNDER THIS
SECTION 6(B), EACH INVESTOR SHALL COOPERATE WITH THE COMPANY, SHALL REASONABLY
CONSULT WITH THE COMPANY CONCERNING ALL REGULATORY FILINGS, APPLICATIONS AND
SUPPORT MATERIALS TO THE EXTENT NOT FILED PRIOR TO THE DATE HEREOF AND SHALL
KEEP THE COMPANY PROMPTLY APPRISED OF THE STATUS OF MATTERS REFERRED TO IN THIS
SECTION 6(B).
WITHOUT LIMITING THE FOREGOING, EACH INSTITUTIONAL INVESTOR AND
ANY OTHER INVESTOR INTENDING TO RELY ON A NON-CONTROL DETERMINATION FROM THE
FEDERAL RESERVE BOARD IN ORDER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT (EACH, A "REQUESTING INVESTOR") AGREE (I) THAT IT WILL PROMPTLY,
AND IN ANY EVENT WITHIN TEN CALENDAR DAYS OF THIS AGREEMENT (OR IN THE CASE OF
ANY REQUESTING INVESTOR THAT IS AN ADDITIONAL INVESTOR, TEN CALENDAR DAYS AFTER
SUCH REQUESTING INVESTOR EXECUTES A JOINDER) SUBMIT TO THE FEDERAL RESERVE BOARD
A REQUEST FOR DETERMINATION THAT IT SHALL NOT BE DEEMED TO "CONTROL" THE COMPANY
OR ANY SUBSIDIARY OF THE COMPANY AFTER THE CLOSING FOR PURPOSES OF SECTIONS 3 OR
4 OF THE BHC ACT BY REASON OF THE PURCHASE OF THE CONVERTIBLE PREFERRED STOCK OR
ANY CONVERSION SECURITIES OR THE CONSUMMATION OF THE OTHER TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (A "NON-CONTROL DETERMINATION"), AND (II) IT WILL
PROVIDE (AND, IF AND AS REQUIRED BY THE FEDERAL RESERVE BOARD, WILL CAUSE ANY OF
ITS GENERAL PARTNERS, MANAGERS, MANAGING MEMBERS OR MANAGEMENT COMPANIES OR
OTHER CONTROLLING ENTITIES, AS APPLICABLE) CUSTOMARY PASSIVITY COMMITMENTS IN
CONNECTION WITH ITS REQUEST TO OBTAIN SUCH DETERMINATION.
(C)
COOPERATION.
EACH INVESTOR AND THE COMPANY WILL, AND WILL CAUSE
ITS AFFILIATES TO, COOPERATE WITH THE OTHER AND USE REASONABLE BEST EFFORTS TO
TAKE, OR CAUSE TO BE TAKEN, ALL ACTIONS IN ORDER TO FACILITATE THE SUCCESSFUL
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH INVESTOR AND THE
COMPANY SHALL EXECUTE AND DELIVER BOTH BEFORE AND AFTER THE CLOSING SUCH FURTHER
CERTIFICATES, AGREEMENTS AND OTHER DOCUMENTS AND TAKE SUCH OTHER ACTIONS AS THE
OTHER MAY REASONABLY REQUEST TO CONSUMMATE OR IMPLEMENT SUCH TRANSACTIONS OR TO
EVIDENCE SUCH EVENTS OR MATTERS.
IN PARTICULAR, EACH INVESTOR WILL USE ITS
REASONABLE BEST EFFORTS TO PROMPTLY OBTAIN OR SUBMIT, AND THE COMPANY WILL
COOPERATE AS MAY REASONABLY BE REQUESTED
19
BY SUCH INVESTOR TO ASSIST SUCH INVESTOR TO PROMPTLY OBTAIN OR SUBMIT, AS THE
CASE MAY BE, AS PROMPTLY AS PRACTICABLE, ALL NOTICES TO AND, TO THE EXTENT
REQUIRED BY APPLICABLE LAW OR REGULATION, CONSENTS, APPROVALS OR EXEMPTIONS
FROM, AND ASSIST IN ANY APPEARANCES AND PROCEEDINGS BEFORE, BANK REGULATORY
AUTHORITIES IN