Common use of Efforts Clause in Contracts

Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates).

Efforts. (a) Subject to the terms and conditions of this Agreement, each party Party will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing or causing to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate the Merger Combination and the other transactions contemplated by this Agreement the Transaction Documents as soon as practicable after the date hereof, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notifications, notices, petitions and filings and to obtain as promptly as practicable all Consents set forth in Section 5.4 of the Spinco Disclosure Schedule, Section 6.5 of the Spinco Disclosure Schedule and Section 7.5 of the Utah Disclosure Schedule that are required to be obtained or made at or prior to the Effective Time and all other material consents, waivers, licenses, orders, registrations, approvals, permits, rulings, expirations or terminations of waiting periods, authorizations and clearances necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Combination or any of the other transactions contemplated by the Transaction Documents (collectively, the “Approvals”), (ii) taking all reasonable steps as may be necessary to obtain all Approvals and (iii) taking reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 8.7 in a manner so as to preserve the applicable privilege; provided that, with respect to Approvals from third parties (other than Governmental Authorities) required under existing Contracts, such efforts shall not include any requirement or obligation of any Party to make any payment to any such third party or assume any Liability not otherwise required to be paid or assumed by the applicable Party pursuant to the terms of an existing Contract or offer or grant any financial accommodation or other benefit to such third party not otherwise required to be made by the applicable Party pursuant to the terms of an existing Contract. Notwithstanding anything to the contrary in this Section 8.7, materials provided to the other Party or its outside legal counsel may be redacted to remove references concerning valuation. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to promptly make (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Combination and the other transactions contemplated hereby by the Transaction Documents as promptly as practicable, and in any event within twenty (20) Business Days after the date hereof (unless the Parties shall mutually agree that postponing such filings to a later date is advantageous for purposes of satisfying the conditions to the Combination, in which case the Parties shall identify a reasonable later date and the Parties shall file on such later date), (B) appropriate filings, if any are required, with foreign regulatory authorities in accordance with other applicable Competition Laws, with respect to the Combination and the other transactions contemplated by the Transaction Documents as promptly as practicable and (C) all other necessary or appropriate filings with other Governmental Authorities with respect to the Combination and the other transactions contemplated by the Transaction Documents as promptly as practicable, and, in each case, to use reasonable best efforts to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act such applicable Laws or by such Governmental Authorities and to take all other actions necessary use reasonable best efforts to cause the expiration or termination of the any applicable waiting periods period under the HSR Act Act, and the receipt of the Approvals under such other applicable Laws or from such Governmental Authorities as soon as practicable. In addition connection with and not in limitation of without limiting the foregoing, each Utah Party, on the Company one hand, and Pluto and Spinco, on the other hand, shall, in connection with the efforts referenced in this Section 8.7 to obtain all Approvals, use its Subsidiaries shall use commercially reasonable best efforts to obtain (ix) cooperate in all consentsrespects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, approvals including any proceeding initiated by a private party, (y) to the extent permitted by Law, promptly inform the other Party of any communication received by such party from, or Permits given by such party to, the Antitrust Division of the NYSEDepartment of Justice (the “DOJ”), Office the Federal Trade Commission (the “FTC”) or 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 the Combination or any other transactions contemplated by the Transaction Documents (and in each case, if any such communication is in writing, share a copy with the other Party) and (z) to the extent permitted by Law, permit the other Party to review in advance any communication to be given by it to, and consult in good faith with each other in advance of any meeting or telephone call with, the DOJ, the FTC or any such other Governmental Authority or, in connection with any proceeding by a private party, any other Person, and to the extent permitted by the DOJ, the FTC or such other applicable Governmental Authority or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything in this Agreement to the contrary, but without limiting each Party’s obligations under this Section 8.7, Utah shall, on behalf of the Comptroller Parties, control and lead all communications and strategy for dealing with the DOJ, the FTC or such other applicable Governmental Authority with respect to any antitrust, merger control, competition, national security or trade regulation Law that may be asserted by any Governmental Authority with respect to the Combination or any of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted transactions contemplated by the Company Transaction Documents, and its Subsidiaries as Utah shall, on behalf of the date hereof (Parties, control and not violate lead the defense strategy for dealing with all Actions challenging the Combination or any applicable laws or regulations by reason of the consummation of transactions contemplated by the Merger)Transaction Documents that are brought by DOJ, including without limitation each of the consentsFTC or such other applicable Governmental Authority with respect to any antitrust, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedulemerger control, and (ii) any amendmentscompetition, modifications national security or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)trade regulation Law.

Efforts. From the date hereof until the earlier of the Closing and the date that this Agreement is terminated pursuant to Section 6.1, the Investors and the Company shall (ai) Subject promptly file any and all Notification and Report Forms required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) with respect to the terms transactions contemplated hereby, and conditions use commercially reasonable efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act; (ii) promptly make an appropriate filing under the competition or merger control laws of other jurisdictions as may be required for the consummation of the transactions contemplated hereby, and use commercially reasonable efforts to obtain a decision from the appropriate regulatory authorities allowing the consummation of the transactions contemplated hereby; (iii) use commercially reasonable efforts to cooperate with each other in (A) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, and expirations or terminations of waiting periods are required to be obtained from, any other Governmental Entities in connection with the execution and delivery of this AgreementAgreement and the consummation of the transactions contemplated hereby and (B) timely making all such filings and timely obtaining all such consents, each permits, authorizations or approvals; (iv) use commercially reasonable efforts to supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity; (v) promptly inform the other party will of any substantive meeting, discussion, or communication with any Governmental Entity (and shall supply to the other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information or as necessary to preserve attorney-client privilege) in respect of any filings, investigation or inquiry concerning the transactions contemplated herein, and shall consult with the other party in advance and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate thereat and (vi) use its commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable laws and regulations to consummate the Merger Closing and the other transactions contemplated by this Agreement hereby, including taking all such further action as soon may be necessary to resolve such objections, if any, as practicable after the date hereof. In furtherance and not in limitation United States Federal Trade Commission, the Antitrust Division of the foregoingUnited States Department of Justice, each party hereto agrees to make an appropriate filing state antitrust enforcement authorities or competition authorities of a Notification and Report Form pursuant to the HSR Act any other nation or other jurisdiction or any other person may assert under Law with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicablehereby. In addition and not in limitation of Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require the Company and its Subsidiaries shall use commercially reasonable efforts Investors or any of their Affiliates, or the Company, to obtain (i) all enter into any agreement with any Governmental Entity or to consent to any authorizations, consents, approvals of governments and governmental agencies requiring the Investors or Permits any of their Affiliates, or the Company, to hold separate or divest, or to restrict the dominion or control of, any of its assets or businesses or any of the NYSEstock, Office assets or business of the Comptroller Investors, the Company or any of their Affiliates. The Company shall reimburse the Currency (the "OCC"), Delaware state banking authority and Investors for all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted filing fees incurred by the Company and its Subsidiaries as Investors with respect to all filings contemplated by this Section 4.3 within five (5) Business Days of the date hereof (and not violate any applicable laws or regulations each such fee is paid by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)Investors.

Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, Purchaser and Sellers shall each party will use its commercially reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws to consummate and regulations make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as soon promptly as practicable after the date hereoftaking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to (A) make an appropriate filing of a Notification all submissions and Report Form pursuant to filings under the HSR Act with respect to the transactions contemplated hereby within ten (10) Business Days of the date of this Agreement, (B) make all other required filings pursuant to other any applicable Law or other legal restraint designed to govern competition, trade regulation, or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to the transactions contemplated hereby as promptly as practicable practicable, and (C) not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Parties (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act or any other Antitrust Law and use its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)possible.

Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will of Purchaser and Sellers shall use its commercially reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws to consummate and regulations make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings (or, if required by the applicable Governmental Entity, a draft thereof), ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations, expiration of applicable waiting periods and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as soon promptly as practicable after the date hereoftaking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each party Party hereto agrees to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within ten (10) Business Days of the date of this Agreement, (B) make all other required filings (or, if required by the applicable Governmental Entity, a draft thereof) pursuant to other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable, and (C) not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the FTC or the DOJ or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party hereto. Each Party shall use its best efforts to cause all necessary filings in all Deferred Closing Jurisdictions to be made no later than five (5) Business Days after the date of this Agreement. As promptly as practicable after the date of this Agreement, Parent and Sellers shall use best efforts to provide to Purchaser’s outside antitrust counsel, all documents and information necessary to make all necessary filings in all Deferred Closing Jurisdictions and each Party shall supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act or any other Antitrust Law and use its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)possible.

Efforts. (a) Subject to the terms and conditions of this Agreementherein provided (including Sections 5.5 and 5.14), each party will of Purchaser and Seller shall use its commercially reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws to consummate and regulations make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable, all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as soon promptly as practicable after the date hereoftaking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each party Party hereto agrees to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Each Party shall substantially comply as promptly as practicable and to supply as promptly as practicable with any request for additional information and or documentary material that may be requested made pursuant to the HSR Act or any other Antitrust Law and use its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)possible.

Efforts. (a) Subject to the terms and conditions of this Agreementherein provided for, and subject to Section 6.10 hereof, each party will of the parties hereto agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable Agreement, including using its reasonable best efforts to obtain all necessary opinions, waivers, consents and approvals and effect all necessary registrations and filings. In case at any time after the date hereofEffective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall take all such necessary action. In furtherance and not in limitation of Without limiting the foregoing, each party hereto agrees of the Company, Parent and the Purchaser shall, and the Company shall cause each of its subsidiaries to, make all necessary filings with Governmental Entities as promptly as practicable in order to make an appropriate filing facilitate prompt consummation of a Notification the transactions contemplated by the Offer and Report Form pursuant this Agreement. In addition, each of Parent, the Purchaser and the Company will use its reasonable best efforts (including, without limitation, payment of any required fees) and will cooperate fully with each other to the HSR Act (i) comply as promptly as practicable with respect all governmental requirements applicable to the transactions contemplated hereby as promptly as practicable by the Offer and this Agreement, including the making of all filings necessary or proper under applicable laws and regulations to supply as promptly as practicable any additional information consummate and documentary material that may be requested pursuant to make effective the HSR Act transactions contemplated by the Offer and to take all other actions necessary to cause this Agreement, including, but not limited to, cooperation in the expiration or termination preparation and filing of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation of the foregoingOffer Documents, the Company Schedule 14D-9 and its Subsidiaries shall use commercially reasonable efforts any actions or filings related thereto, the Proxy Statement or other foreign filings and any amendments to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedulethereof, and (ii) obtain promptly all consents, waivers, approvals, authorizations or permits of, or registrations or filings with or notifications to (any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessaryforegoing being a "Consent"), proper or advisable under applicable laws any Governmental Entity necessary for the consummation of the transactions contemplated by the Offer and regulations or otherwise reasonably requested by this Agreement. Subject to the Confidentiality Agreement, Parent to allow and the Company shall furnish to one and its Subsidiaries other (and to operate their respective business following the Merger substantially Purchaser) such necessary informa- tion and reasonable assistance as Parent, the Purchaser or the Company may reasonably request in connection with the same manner as operated on foregoing. In addition, if at any time prior to the date hereof (including in respect of arrangements between Effective Time any event or circumstance relating to either the Company or its Subsidiaries and Parent or its Affiliates)the Purchaser or any of their respective subsidiaries, should be discovered by the Company or Parent, as the case may be, and which should be set forth in an amendment to the Offer Documents or Schedule 14D-9, the discovering party will promptly inform the other party of such event or circumstance.

Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof and in any event no later than the Termination Date, including using reasonable best efforts to accomplish the following as soon as practicable and in any event no later than the Termination Date (i) preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, (A) each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable practicable, and in any event within ten (10) Business Days after the execution of this Agreement, unless otherwise agreed to by the parties, and to supply substantially comply as promptly as practicable with any “second request” for additional information and documentary material that may be requested pursuant to under the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (iiB) any amendments, modifications Parent agrees to file or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent cause to allow the Company and its Subsidiaries to operate their respective business be filed within 45 days following the Merger substantially execution of this Agreement “Form A” statements or equivalent change of control applications (or, as reasonably determined by Parent, “Form A” exemption requests or equivalent exemption requests) with the insurance commissioners or regulators or departments of health or other Governmental Entities in each jurisdiction where required by applicable Law; provided, however, to the same manner extent that subsequent to the filing of any such “Form A” exemption request or equivalent exemption request it becomes reasonably apparent that such exemption request is reasonably unlikely to be granted in a timely manner, Parent shall, as operated on promptly as reasonably practicable thereafter, withdraw such exemption request and file in substitution thereof a “Form A” statement or equivalent change of control application with the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)applicable Governmental Entity.

Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will of Purchasers and Sellers shall use its commercially reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws to consummate and regulations make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as soon promptly as practicable after the date hereoftaking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to (A) within ten (10) Business Days of the date of this Agreement, make an appropriate filing of a Notification all necessary filings and Report Form submissions under the HSR Act, (B) make all other required filings pursuant to the HSR Act other antitrust or competition Laws with respect to the transactions contemplated hereby as promptly as practicable practicable, and (C) not extend any waiting period under the HSR Act or any other antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Parties (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act or any other antitrust or competition Law and use its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other antitrust Law as soon as practicablepossible. In addition and not in limitation of The Parties agree to request early termination with respect to the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted waiting period prescribed by the Company HSR Act together with the initial filings and its Subsidiaries as of submissions under the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)HSR Act.

Efforts. (a) Subject to the terms and conditions herein provided (including Section 6.12), until the Closing each of this Agreement, each party will Purchaser and Seller shall use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws to consummate and regulations make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable, all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as soon promptly as practicable after the date hereoftaking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each party Party hereto agrees to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within seven (7) Business Days of the date of this Agreement and (B) not enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Until the Closing, each Party shall substantially comply as promptly as practicable and to supply as promptly as practicable with any request for additional information and or documentary material that may be requested made pursuant to the HSR Act or any other Antitrust Law and use its commercially reasonable efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)possible.

Efforts. (a) Subject to the terms and conditions of this AgreementPlan, each party will it ------- shall, and shall cause its subsidiaries to, use its commercially reasonable best efforts in good faith to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws and regulations laws, so as to consummate permit consummation of the Merger as promptly as reasonably practicable and the other transactions contemplated by this Agreement as soon as practicable after the date hereof. In furtherance and not in limitation to otherwise enable consummation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and shall cooperate fully with each other to supply as promptly as practicable that end (it being understood that any additional information and documentary material that may be requested pursuant amendments to the HSR Act and to take all other actions necessary to cause Registration Statement (as hereinafter defined) or a resolicitation of proxies as a consequence of an acquisition agreement by First Union or any of its subsidiaries shall not violate this covenant). Without limiting the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation generality of the foregoing, the Company agrees to use its commercially reasonable efforts, and its to cause the Company Subsidiaries shall to use commercially reasonable efforts efforts, to obtain (iA) all consents, approvals or Permits any consents of Clients necessary in connection with the "assignment" of the NYSEContracts pursuant to which the Company or any Company Subsidiary provides investment advisory, Office sub-advisory or management services to a Client within the meaning of the Comptroller of the Currency Investment Advisers Act (the "OCCAdvisory Agreements"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of ) resulting from the consummation of the Merger); provided that First Union agrees that other than with respect to any Advisory Agreement which by its terms expressly requires written consent to its assignment, including without limitation each effective consent to such "assignment" of an Advisory Agreement may be obtained for all purposes hereunder and under applicable law by requesting written consent from the consentsClient and informing such Client of (1) the intention to complete the Merger, approvals and Permits identified which may result in Section 3.1(f)(iia deemed assignment of such Advisory Agreement, (2) of the Company Disclosure ScheduleCompany's intention to continue the advisory services pursuant to the existing Advisory Agreement with such Client after the Effective Date if such Client does not terminate such agreement prior to the Effective Date, and (ii3) any amendmentsthat the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for at least 40 days after receipt of such notice without termination, modifications and (B) the consent or affirmations approval of exemptive orders and no-action positions of all persons party to a Contract with the SEC as are necessaryCompany, proper to the extent such consent or advisable under applicable laws and regulations or otherwise reasonably requested by Parent approval is required in order to allow the Company and its Subsidiaries to operate their respective business following consummate the Merger substantially in and for the same manner as operated on Continuing Corporation to receive the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)benefits thereof.

Efforts. (a) Subject to the terms and conditions of this Agreement and except as otherwise expressly provided in this Agreement, each party will Purchaser, Parent and Seller shall, and shall cause their respective Affiliates to, use its commercially their respective reasonable best efforts to promptly take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws and regulations Law to consummate and make effective in the Merger most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents, including (i) the preparation and filing of all forms, registrations, Filings and notices required to be filed to satisfy the conditions precedent to this Agreement (including those set forth in Section 8.1) and to consummate the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) the execution and delivery of any amendmentsadditional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents and to fully carry out the purposes of this Agreement and the other Transaction Documents. Without limiting the foregoing, modifications or affirmations of exemptive orders except as otherwise expressly provided in this Agreement, Purchaser, Parent and no-action positions of the SEC as are necessarySeller shall, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate shall cause their respective business following Affiliates to, promptly take all actions reasonably necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include furnishing all information required in connection with such Regulatory Approvals) required to be obtained or made by Purchaser, Parent, Seller, the Merger substantially other Seller Entities or any of their respective Affiliates in connection with the same manner as operated on Transaction or the other transactions contemplated by this Agreement and the other Transaction Documents. Additionally, Purchaser, Parent and Seller shall not, and shall cause their respective Affiliates not to, take any action after the date hereof (including of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in respect of arrangements between not obtaining, any Regulatory Approval necessary to be obtained prior to the Company or its Subsidiaries and Parent or its Affiliates)Closing.

Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of Star and Safe shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do promptly, or cause to be done promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective the Merger, the Charter Amendment, the Par Value Charter Amendment, the SpinCo Reorganization, the SpinCo Distribution, the Star Stock Issuance and the other transactions contemplated by this Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Merger, the Charter Amendment, the Par Value Charter Amendment, the SpinCo Reorganization, the SpinCo Distribution, the Star Stock Issuance and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, (i) each of Star and Safe shall (A) use its reasonable best efforts to cooperate with the other Party in determining which filings are required to be made prior to the Closing with, and which consents, clearances, approvals, permits or authorizations are required to be obtained prior to the Closing from, any Governmental Entity or any other Person in connection with the execution and delivery of this Agreement and the consummation of the Merger, the Charter Amendment, the Par Value Charter Amendment, the SpinCo Reorganization, the SpinCo Distribution, the Star Stock Issuance and the other transactions contemplated by this Agreement and in timely making all such filings, (B) promptly furnish the other Party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as such other Party may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Entity, (C) supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to any applicable Laws by any Governmental Entity, and (D) take or cause to be taken all other actions necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable waiting periods with respect to the Merger, the Charter Amendment, the Par Value Charter Amendment, the SpinCo Reorganization, the SpinCo Distribution, the Star Stock Issuance and the other transactions contemplated by this Agreement under any applicable Laws as promptly as practicable and (ii) Star shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate obtain the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby Additional Cash Proceeds as promptly as practicable and to supply as promptly as practicable in any additional information and documentary material that may be requested pursuant event prior to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)Outside Date.

Efforts. (a) Subject Each of the parties (provided, however, that the Stockholder Representatives shall have no obligations pursuant to the terms and conditions of this Agreement, each party will Section 5.7) shall use its commercially reasonable best efforts to take, or cause to be taken, all appropriate actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. As promptly as practicable (and no later than ten (10) business days) after the date of this Agreement, the parties shall each file (i) Premerger Notification and Report Forms under and in compliance with the HSR Act with the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) with respect to the transactions contemplated by this Agreement and the Ancillary Agreements and (ii) such other notifications, applications or filings as the parties deem necessary or desirable in connection with the Merger under applicable Antitrust Law ((i) and (ii) collectively, the “Antitrust Filings”) with the appropriate Governmental Authority designated by Law to receive such filings (together with DOJ and FTC, an “Antitrust Authority”). The parties shall cooperate in the timely preparation and submission of any necessary filings, including furnishing to the other party or its counsel information required for any necessary filing or other application in connection with the Merger or the other transactions contemplated by this Agreement as soon as practicable after and the date hereofAncillary Agreements. In furtherance and not The Acquiror shall pay all filing fees in limitation of connection with the foregoingAntitrust Filings, but each party hereto agrees to make an appropriate filing of a Notification shall bear its own costs and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof expenses (including attorneys’ fees) in respect of arrangements between connection with the Company or its Subsidiaries and Parent or its Affiliates)Antitrust Filings.

Efforts. (aae) Subject to From and after the date hereof, upon the terms and subject to the conditions of set forth in this Agreement, each party will the Purchaser and the Sellers agree to use its commercially reasonable efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Law to consummate and regulations make effective, in the most expeditious manner possible, the transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after and (ii) the date hereof. In furtherance execution and not in limitation delivery of the foregoing, each party hereto agrees any additional instruments necessary to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to consummate the transactions contemplated hereby as promptly as practicable by this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to fully carry out the HSR Act and to take all other actions necessary to cause the expiration or termination purposes of the applicable waiting periods under the HSR Act as soon as practicablethis Agreement. In addition and not in limitation of Without limiting the foregoing, the Purchaser and the Sellers shall use their commercially reasonable efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any regulatory or other approvals from any Governmental Entities (which actions shall include furnishing all information required in connection with such approvals) required to be obtained or made by the Purchaser, the Company or the Sellers in connection with the transactions contemplated by this Agreement. Additionally, each of the Purchaser, the Company and its Subsidiaries Sellers shall use their respective commercially reasonable efforts to obtain (i) satisfaction of all consentsconditions precedent to this Agreement and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, approvals or Permits result in not obtaining, any regulatory or other approval from any Governmental Entities necessary to be obtained prior to the Closing. Prior to the Closing, the Purchaser and the Ultimate Parent shall each keep the other apprised of the NYSE, Office status of matters relating to the completion of the Comptroller of the Currency (the "OCC"), Delaware state banking authority transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required regulatory or other SROs and approvals from any Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)Entities.

Efforts. (a) Subject to Parent and each of the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to take, or cause to be taken, Stockholders shall cooperate in all actions and to do, or cause to be done, respects in doing all things reasonably necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement as soon as practicable after the date hereofStock Purchase. In furtherance and not in limitation of Without limiting the foregoing, each party hereto agrees to make an appropriate filing Parent, on the one hand, and the Stockholders, on the other hand, shall (a) file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form pursuant relating to the HSR Act with respect to this Agreement and the transactions contemplated hereby as promptly as practicable required by the HSR Act within fourteen (14) calendar days following the execution and delivery of this Agreement, and (b) file comparable pre-merger or post-merger notification filings, forms and submissions with any foreign Governmental Authority that are required by the other applicable Antitrust Laws in connection with the Stock Purchase. Each of Parent and the Stockholders shall (i) cooperate and coordinate with the other in the making of such filings; (ii) supply the other with any information that may be required in order to make such filings; (iii) supply as promptly as practicable any additional information and documentary material that reasonably may be required or requested pursuant to by the HSR Act FTC, the DOJ or the Governmental Authorities of any other applicable jurisdiction in which any such filing is made under any other Antitrust Laws; and to (iv) take all other actions action reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Laws applicable to the Merger as soon as practicable, and to obtain any required consents under any other Antitrust Laws applicable to the Stock Purchase as soon as reasonably practicable; provided, however, notwithstanding anything in this Agreement to the contrary, in no event shall Parent or Merger Sub (or any of their respective Affiliates) be required to offer or agree to sell or otherwise dispose of, or hold separate, agree to conduct, license or otherwise limit the use of any of the assets, categories of asset or businesses or other segments of the Company or Parent or either’s respective Subsidiaries or Affiliates or to agree to any other restriction or condition with respect thereto required or requested by a Governmental Authority, in each case to the extent that doing so would reasonably be expected to materially and adversely affect the operation of the business of the Company, Parent or either’s respective Subsidiaries or Affiliates. Each of Parent, on the one hand, and the Stockholders, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with such filings. If any party hereto or Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR or any other Antitrust Laws applicable to the Stock Purchase with respect to which any such filings have been made, then such party shall make (or cause to be made), as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Subject to applicable Laws relating to the exchange of information, Parent and the Stockholders shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other in connection with, all of the information relating to Parent or the Stockholders or the Company, as the case may be, and any of their respective Affiliates, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Stock Purchase. In addition and not in limitation of exercising the foregoingforegoing rights, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries Stockholders and Parent or its Affiliates)shall act reasonably and as promptly as practicable.

Efforts. (a) Subject to the terms and conditions of this Agreementherein provided (including Sections 5.5 and 5.6), each party will of Buyer and Seller shall use its commercially reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws to consummate and regulations make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations, waiting period expirations, and clearances necessary to be obtained from any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as soon promptly as practicable after the date hereoftaking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable (but in any event no later than 10 Business Days after the date hereof), (B) make an appropriate and complete filing of a notification (Anmeldung) to supply the German Federal Cartel Office (Bundeskartellamt) pursuant to Sec. 39 of the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) with respect to the transactions contemplated hereby as promptly as practicable (but in any event no later than 10 Business Days after the date hereof), (C) make all other filings as mutually agreed by the Parties to be required pursuant to other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable and (D) not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the U.S. Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party. Each Party shall substantially comply as promptly as practicable with any request for additional information and or documentary material that may be requested made pursuant to the HSR Act or any other Antitrust Law and use its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)possible.

Efforts. (a) Subject From and after the date hereof, and subject to the terms and conditions of this Agreement, each party will Purchaser and Seller shall, and shall cause their respective Affiliates to, use its commercially their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Law to consummate and regulations make effective as promptly as reasonably practicable the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations, Filings and notices required to be filed to satisfy the conditions precedent to this Agreement (including those set forth in Section 8.1) and to consummate the Merger Transaction and the other transactions contemplated by this Agreement as soon as practicable and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. Without limiting the foregoing, Purchaser and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include promptly furnishing the other party (or the applicable Governmental Entity) with all information reasonably required in connection therewith) required to be obtained or made by Purchaser, Seller, the other Seller Entities or the Purchased Entity (or Subsidiaries thereof) or any of their Affiliates in connection with the Transaction or the other transactions contemplated by this Agreement, including that Seller or the Purchased Entity shall as soon as practicable and, in any event, no later than required by applicable Law, prepare and file with the relevant Governmental Entity any notices required in connection with the Transaction. With respect to any applicable Regulatory Approvals under Financial Services Requirements and Gaming Laws not set forth on Section 3.5 of the Seller Disclosure Schedules, each Party agrees to use its reasonable best efforts and cooperate with the other Parties (A) in determining if any such Regulatory Approvals are not required in connection with the Transactions contemplated by this Agreement, and (B) if determined by the Parties that any such Regulatory Approvals are required, in timely making any filings required to be made by it to obtain such required Regulatory Approvals. Seller and the Purchased Entity (and its Subsidiaries) shall cooperate in good faith with Purchaser (or its legal counsel) to satisfy all required obligations in relation to any required Filings to be made by Purchaser in respect of the Transaction. Additionally, Purchaser and Seller shall not, and shall cause their respective Subsidiaries not to, take any action after the date hereofof this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. In furtherance and not in limitation of Without limiting the foregoing, each party hereto agrees Purchaser and Seller shall not, and shall cause their respective Subsidiaries not to, acquire or enter into a definitive agreement to make an appropriate filing of a Notification acquire, by merger, consolidation, stock or asset purchase or otherwise, any business or corporation, partnership or other business organization or division thereof, or merge or consolidate with any other Person, if such transaction would reasonably be expected to materially impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval required to be obtained to satisfy the conditions set forth in Section 8.1(a). Purchaser and Report Form pursuant to Seller shall not, without the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination prior written consent of the applicable other party, extend or offer or agree to extend any waiting periods period under the HSR Act as soon as practicable. In addition and not in limitation of the foregoingor any other Regulatory Law or other Law under which a Regulatory Approval is required, or enter into any agreement with any Governmental Entity related to this Agreement, the Company other Transaction Documents, the Amended and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals Restated LLC Agreement or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted transactions contemplated by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)this Agreement.

Efforts. (a) Subject to From and after the terms date hereof, Purchaser and conditions of this Agreement, each party will Seller shall (and Seller shall cause the other Seller Entities to) use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Law to consummate and regulations make effective in the most expeditious manner reasonably possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger Transaction and the other transactions contemplated by this Agreement as soon as practicable (and with respect to notifications required under the HSR Act, within ten (10) Business Days of the date of this Agreement) and (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. The HSR Act filing fee shall be borne by Purchaser. Without limiting the foregoing, Purchaser and Seller shall (and Seller shall cause the other Seller Entities to) use reasonable best efforts to take all actions necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include furnishing all information required in connection with such Regulatory Approvals) required to be obtained or made by Purchaser, Seller, the other Seller Entities or the Purchased Companies in connection with the Transaction or the other transactions contemplated by this Agreement. Additionally, each of Purchaser and Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 8.1) and shall not take, and shall not permit any of its respective Affiliates to take, any action after the date hereof. In furtherance and of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not in limitation obtaining, any Regulatory Approval necessary to be obtained prior to the Closing; provided, that Purchaser shall be permitted to take the actions set forth on Section 5.1(a) of the foregoing, each party hereto agrees to make an appropriate filing Purchaser Disclosure Schedule. To the extent that transfers of any Permits are required as a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination result of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation execution of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals this Agreement or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger)Transaction or the other transactions contemplated by this Agreement, including without limitation each the Parties shall use reasonable best efforts to promptly secure the issuance, reissuance or transfer of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)such Permits.

Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will of Purchasers and Sellers shall use its commercially reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws to consummate and regulations make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as soon promptly as practicable after the date hereoftaking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each party hereto Party agrees to (A) within ten (10) Business Days of the date of this Agreement, make an appropriate filing of a Notification all necessary filings and Report Form submissions under the HSR Act, (B) make all other required filings pursuant to the HSR Act other antitrust or competition Laws with respect to the transactions contemplated hereby as promptly as practicable practicable, and (C) not extend any waiting period under the HSR Act or any other antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Parties (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act or any other antitrust or competition Law and use its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. expiration or termination of the applicable waiting periods under the HSR Act and any other antitrust Law as soon as practicablepossible. In addition and not in limitation of The Parties agree to request early termination with respect to the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted waiting period prescribed by the Company HSR Act together with the initial filings and its Subsidiaries as of submissions under the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)HSR Act.

Efforts. 57 (a) Subject to the terms and conditions of this Agreement, each party will use of Purchaser and U.S. Seller shall (and, (x) in the case of U.S. Seller, shall cause each of its commercially reasonable efforts Affiliates to, and (y) in the case of Purchaser, shall cause each of its Subsidiaries and Affiliates (which shall include, solely with respect to the Documentation Obligations set forth in this Section 5.1(a), any investment fund affiliated with, or managed by, affiliates of AIP, LLC) (collectively, the “Purchaser Group”)) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Laws and regulations to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date) (any such documentation, notice, report and filing obligations, “Documentation Obligations”) and consummate the Merger Transaction and the other transactions contemplated by this Agreement as soon as reasonably practicable, including preparing and filing as promptly as practicable after all documentation to effect all necessary notices, reports and other filings, obtaining as promptly as reasonably practicable (and in any event no later than the date hereofOutside Date) all actions or nonactions, waivers, consents, registrations, expirations or terminations of waiting periods, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the transactions contemplated by this Agreement expeditiously and executing and delivering any additional instruments necessary to consummate the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party hereto Party agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable practicable, and in any event within ten (10) Business Days after the date hereof, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take any and all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition practicable and not (ii) to file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required or advisable under or in limitation connection with the Antitrust Laws and FDI Laws of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (ijurisdictions listed in Section 5.1(a) all consents, approvals or Permits of the NYSE, Office Seller Disclosure Schedules and the other Laws described in Section 5.1(a) of the Comptroller of the Currency (the "OCC")Seller Disclosure Schedules, Delaware state banking authority in each case, as soon as reasonably practicable, and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses in any event within 15 Business Days after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(iiwithin seven (7) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on Business Days after the date hereof (including in respect of arrangements between such filing in connection with the Company FDI Laws of Austria), and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to any other applicable Antitrust Law or FDI Law. Neither Purchaser nor U.S. Seller shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period, withdraw its Subsidiaries initial filing under the HSR Act or any other applicable Laws, as the case may be, and Parent refile it, or enter into a timing agreement, including any agreement to delay the consummation or not to consummate the transactions contemplated hereby, with any Governmental Entity without the prior written consent of the other Party. In exercising the foregoing rights, Purchaser and U.S. Seller shall act reasonably and as promptly as practicable. (b) Each of Purchaser, on the one hand, and U.S. Seller, on the other hand, shall, in connection with the efforts and obligations referenced in Section 5.1(a) to obtain all requisite approvals and authorizations or expiration of waiting periods for the transactions contemplated by this Agreement under the HSR Act and all other applicable Laws (including all applicable other Antitrust Laws or FDI Laws), use its Affiliates).reasonable best efforts to (i) consult and cooperate in all respects with each other in connection with any filing or submission and in connection with

Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable best efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws Applicable Laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under Applicable Law and, in the case of the Company and its Subsidiaries, any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under Applicable Law to allow the Surviving Company and its Subsidiaries to operate their businesses following the Merger in substantially the same manner as the Company and its Subsidiaries operate on the date hereof), and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any Governmental Authority necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement and to conduct the business of the Surviving Company and its Subsidiaries after the Closing Date in the same manner as conducted by the Company and its Subsidiaries as of the date hereof (including each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule) as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoingforegoing (x), each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten Business Days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition practicable and not in limitation of (y) if any state takeover statute or similar law becomes applicable to the foregoingMerger or the other transactions contemplated by this Agreement, take all action necessary to ensure that the Company Merger and its Subsidiaries shall such other transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and use commercially reasonable best efforts to obtain (i) all consents, approvals or Permits otherwise minimize the effect of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following such law on the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)such other transactions.

Efforts. From the date hereof until the earlier of the Preferred Stock Closing and the date that this Agreement is terminated pursuant to Section 9.1, the Investor and the Company shall (a) Subject promptly file any and all Notification and Report Forms required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to the terms transactions contemplated hereby, and conditions use commercially reasonable efforts to cause the expiration or termination of any applicable waiting periods under the HSR Act; (b) use commercially reasonable efforts to cooperate with each other in (i) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers, clearances, approvals, or expirations or terminations of waiting periods are required to be obtained from, any other Governmental Entities in connection with the execution and delivery of this AgreementAgreement and the consummation of the transactions contemplated hereby and (ii) timely making all such filings and timely obtaining all such consents, each permits, authorizations, waivers, clearances, approvals, expirations or terminations; (c) use commercially reasonable efforts to supply to any Governmental Entity as promptly as practicable any additional information or documents that may be requested pursuant to any Law or by such Governmental Entity; (d) promptly inform the other party will of any substantive meeting, discussion, or communication with any Governmental Entity (and supply to the other party any written communication or other written correspondence or memoranda prepared for such purpose, subject to applicable Laws relating to the exchange of information) in respect of any filing, investigation or inquiry concerning the transactions contemplated hereby, and consult with the other party in advance of, and to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and participate in, such meeting, discussion or communication; and (e) use its commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable laws and regulations to consummate the Merger Closings and the other transactions contemplated by this Agreement hereby, including taking all such further action as soon may be necessary to resolve such objections, if any, as practicable after the date hereof. In furtherance and not in limitation United States Federal Trade Commission, the Antitrust Division of the foregoingUnited States Department of Justice, each party hereto agrees to make an appropriate filing state antitrust enforcement authorities or competition authorities of a Notification and Report Form pursuant to the HSR Act any other nation or other jurisdiction or any other person may assert under Law with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicablehereby. In addition and not in limitation of Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require the Company and Investor or any of its Subsidiaries shall use commercially reasonable efforts Affiliates to obtain (i) all consentsenter into any agreement with any Governmental Entity, approvals or Permits to consent to any authorization, consent or approval of any Governmental Entity, requiring the Investor or any of its Affiliates to hold separate or divest, or to restrict the dominion or control of, any of its assets or businesses or any of the NYSEstock, Office assets or business of the Comptroller of the Currency (the "OCC")Investor, Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its any of their Affiliates).

Efforts. (a) Subject to the terms and conditions herein provided, Parent, Merger Sub and the Company shall, and each of this Agreementthem shall cause their respective Subsidiaries to, each party will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws to consummate and regulations make effective as promptly as practicable after the Agreement Date the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity for, by or on behalf of any Person in order to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as soon promptly as practicable after the date hereoftaking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, Parent, Merger Sub and the Company shall, and each party hereto agrees to of them shall cause their respective Subsidiaries to, (A) make an appropriate filing and complete filings of a all applicable Notification and Report Form Forms pursuant to the HSR Act with respect to the transactions contemplated hereby within ten (10) Business Days after the date of this Agreement, and (B) make all other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby as promptly as practicable practicable. Parent and Merger Sub shall not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed). During the initial waiting period and any extensions of the initial waiting period consented to by the Company, each Party shall supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act or any other Antitrust Law and use commercially reasonable efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicablepossible. In addition (b) Parent, Merger Sub and not in limitation of the foregoing, the Company shall, and its each of them shall cause their respective Subsidiaries shall to, in connection with the actions referenced in Section 5.4(a) to obtain all Governmental Approvals for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law, use commercially reasonable efforts to obtain to: (i) cooperate in all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates).respects with

Efforts. (a) Subject to From and after the terms date hereof, Parent and conditions of this Agreement, each party will Seller shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Law to consummate and regulations make effective as promptly as reasonably practicable (and, in any event, prior to the Outside Date) the Transaction and the other transactions contemplated by this Agreement, including (i) promptly preparing and filing of all forms, registrations and notices required to be filed to consummate the Merger Transaction and the other transactions contemplated by this Agreement as soon promptly as practicable after reasonably practicable; provided that the Parties shall make any filings required under the HSR Act within ten (10) Business Days of the date hereofof this Agreement; (ii) promptly complying to the extent necessary or advisable with any formal or informal request for information or documents by any Governmental Entity, including any request for additional information and documentary materials by the Federal Trade Commission or the U.S. Department of Justice under the HSR Act; (iii) resolving all questions or objections from any Governmental Entity; and (iv) obtaining all approvals, consents, clearances, registrations, permits, authorizations and other confirmations from any Governmental Entity necessary, proper or advisable to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement. In furtherance and not in limitation of Without limiting the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant but subject to the HSR Act proviso in the last sentence of this Section 5.1(a), Parent and Seller shall take, or cause to be taken, all actions necessary to obtain (and shall cooperate with each other in obtaining) any Antitrust Approvals (which actions shall include furnishing all information required in connection with such Antitrust Approvals) required to be obtained to satisfy the conditions set forth in Section 7.1(a) or Section 7.1(b) (in the case of Section 7.1(b), if the injunction, restraint or other Judgment relates to any Antitrust Law) and to consummate the Transaction and the other transactions contemplated by this Agreement. Each of Parent and Seller shall use reasonable best efforts to take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the Transaction and the other transactions contemplated hereby, including taking all action as may be necessary to resolve such objections, if any, as any Governmental Entity or any other Person may assert under any Antitrust Law with respect to the transactions contemplated hereby hereby, so as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant enable the Closing to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act occur as soon as practicable. In addition reasonably practicable (and not in limitation any event no later than the Outside Date), including, if doing so is a required condition for the Parties to secure any Antitrust Approval, proffering to, or agreeing to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate, before or after the Closing, any assets, licenses, operations, rights, product lines, businesses or interests included in the Purchased Assets or of Parent or any of its Affiliates (or consent to any sale, divestiture, lease, license, transfer, disposition or other encumbering by the Seller Entities of any assets, licenses, operations, rights, product lines, businesses or interests included in the Purchased Assets or to any agreement by any of the foregoingSeller Entities to take any of the foregoing actions) (“Antitrust Remedies”); provided, the Company and its Subsidiaries however, that Parent shall use commercially reasonable efforts not be required to obtain undertake, or agree to undertake, any Antitrust Remedies (i) all consentsto the extent that any such Antitrust Remedies include any sale, approvals divestiture, lease, license, transfer, disposition or Permits other encumbering of the NYSEany assets, Office licenses, operations, rights, product lines, businesses or interests of the Comptroller Parent or any of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct or Affiliates, or the broker-dealerBusiness, commoditiesin the San Francisco Bay Area, trustCalifornia; New York, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws New York; Philadelphia, Pennsylvania; or regulations by reason of the consummation of the Merger)Chicago, including without limitation each of the consentsIllinois, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and or (ii) any amendments, modifications that would be material to the business or affirmations operations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries Subsidiaries, or to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)Business.

Efforts. (a) Subject to the terms and conditions herein provided, Purchaser, XX Xxxxxxx, Management Blocker and the Company shall use its respective reasonable best efforts, to promptly make or cause to be made, and to the extent applicable: (i) as soon as practicable and in any event, within twenty (20) Business Days after the date of this Agreement, each party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing filings of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby by this Agreement; and (ii) as promptly as practicable after the date of this Agreement, all other necessary filings, forms, declarations, notifications, registrations and notices with other Governmental Entities under any other Antitrust Law applicable to supply as promptly as the transactions contemplated by this Agreement (collectively the “Government Approvals”). Each Party shall use its reasonable best efforts to: (w) respond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice, the Federal Trade Commission, or any other Governmental Entity in connection with any Antitrust Law applicable to the transactions contemplated by this Agreement; (x) act in good faith and documentary material that may be requested pursuant reasonably cooperate with the other party in connection with any investigation by any Governmental Entity in connection with any Antitrust Law applicable to the transactions contemplated by this Agreement; (y) furnish to each other all information required for any filing, form, declaration, notification, registration and notice under any Antitrust Law applicable to the transactions contemplated by this Agreement, subject to advice of such party’s antitrust counsel; and (z) request early termination of the waiting period under the HSR Act and to take all other actions reasonably necessary and consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicableor any other Antitrust Law applicable to the transactions contemplated by this Agreement. In addition and not in limitation of connection with the foregoing, the Company and its Subsidiaries each party hereto shall use commercially its reasonable efforts best efforts: (1) to obtain (i) all consentsgive the other party reasonable prior notice of any communication with, approvals and any proposed understanding or Permits agreement with, any Governmental Entity regarding any investigations, proceedings, filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the views of the NYSEother in connection with, Office any proposed communication, understanding or agreement with any Governmental Entity, in each case under any Antitrust Law applicable to the transactions contemplated by this Agreement, subject to advice of the Comptroller of the Currency such party’s antitrust counsel; (the "OCC")2) not to participate in any meeting or conversation, Delaware state banking authority and all other SROs and or engage in any substantive conversation with any Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including Entity in respect of arrangements between any filings or inquiry under any Antitrust Law applicable to the Company transactions contemplated by this Agreement, without giving the other party prior notice of the meeting or its Subsidiaries conversation and, unless prohibited by such Governmental Entity, the opportunity to attend and/or participate therein; (3) if attending a meeting, conference, or conversation with a Governmental Entity in connection with any Antitrust Law applicable to the transactions contemplated by this Agreement, from which the other party is prohibited by applicable Law or by the applicable Governmental Entity from participating in or attending, to keep the other reasonably apprised with respect thereto; and Parent (4) to consult and cooperate with the other party in connection with any information or its Affiliates)proposals submitted in connection with any proceeding, inquiry, or other proceeding under any Antitrust Law applicable to the transactions contemplated by this Agreement.

Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof, including, without limitation, (i) preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals; provided, however, that efforts in connection with the Financing and the Required Indebtedness shall be governed by Section 7.12 and not this Section 7.3. In furtherance and not in limitation of the foregoing, each party hereto agrees (i) to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable practicable, and in any event within 15 Business Days after the execution of this Agreement, and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations to file all applications required to be filed with the FCC within 30 calendar days after the execution of exemptive orders this Agreement; and no-action positions (iii) to file all notices and applications with PUCs within 15 Business Days after the execution of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)this Agreement.

Efforts. (a) Subject to the terms and conditions of this Agreementherein provided (including paragraph (c) below), each party will of Purchaser and Sellers shall use its commercially their reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws to consummate and regulations make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals“) and (ii) as soon promptly as practicable after the date hereoftaking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each party Party hereto agrees to (A) make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable within ten (10) Business Days of the date of this Agreement, and (B) not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC“) or the United States Department of Justice (the “DOJ“) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act or any other Antitrust Law and, subject to the terms and conditions herein provided (including paragraph (c) below), use its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)possible.

Efforts. (a) Subject to From and after the terms date hereof, Purchaser and conditions of this Agreement, each party will Seller shall (and shall cause their respective Affiliate to) use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Law to consummate and regulations make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger Transaction and the other transactions contemplated by this Agreement as soon as practicable after practicable, (ii) the date hereof. In furtherance execution and not in limitation delivery of any additional instruments necessary to consummate the foregoing, each party hereto agrees to make an appropriate filing of a Notification Transaction and Report Form pursuant to the HSR Act with respect to the other transactions contemplated hereby as promptly as practicable by this Agreement and to supply as promptly as practicable fully carry out the purposes of this Agreement, and (iii) the defending of any additional information and documentary material that may be requested pursuant to the HSR Act and to take all lawsuits or other actions necessary to cause the expiration legal proceedings, whether judicial or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation of the foregoingadministrative, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals challenging this Agreement or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the MergerTransaction and the other transactions contemplated by this Agreement. Without limiting the foregoing, but subject to Section 5.1(c), including without limitation Purchaser and Seller shall take all actions reasonably necessary to obtain (and shall cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include furnishing all information reasonably required in connection with such Approvals) required to be obtained or made by Purchaser, Seller, the other Seller Entities or the Purchased Entities in connection with the Transaction or the other transactions contemplated by this Agreement. Additionally, subject to Section 5.1(c), each of the consents, approvals Purchaser and Permits identified Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 3.1(f)(ii7.1) and shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval necessary to be obtained prior to the Closing. To the extent that transfers of any Permits are required as a result of the Company Disclosure Schedule, and (ii) any amendments, modifications execution of this Agreement or affirmations of exemptive orders and no-action positions the consummation of the SEC as are necessaryTransaction or the other transactions contemplated by this Agreement, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent the parties hereto shall use reasonable best efforts to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)effect such transfers.

Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will Purchaser and Sellers shall, and Sellers shall cause the Company and its Subsidiaries to, use its commercially their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws Laws to consummate and regulations make effective as promptly as practicable after the date hereof the transactions contemplated by this Agreement, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any Governmental Entity in order to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the “Governmental Approvals”) and (ii) as soon promptly as practicable after the date hereoftaking all steps as may be necessary to obtain all such Governmental Approvals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of Purchaser shall, and Sellers shall cause the Company to, (A) file a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable no later than August 5, 2015, (B) make all other required filings pursuant to other Antitrust Laws with respect to the transactions contemplated hereby no later than August 5, 2015, and (C) not extend any waiting period under the HSR Act or any other Antitrust Law, nor enter into any agreement with the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) or any other Governmental Entity not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed). Each Party shall supply as promptly as practicable any additional information and documentary material or documentation that may be requested pursuant to the HSR Act or any other Antitrust Law and use its reasonable best efforts to take all other actions necessary necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Antitrust Law as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)possible.

Efforts. (a) Subject to the terms and conditions of this Agreement, each party of Seller and Purchaser will, and will cause their Guarantors and the subsidiaries of their respective Guarantors to, cooperate with each other and use its their respective commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable prior to the Outside Date, including using commercially reasonable efforts to: (i) transfer or assign to, or have issued or reissued in the name of, Purchaser all Transferred Permits; provided, that if the transfer or assignment, issuance or reissuance of such Transferred Permits cannot be completed until after the date hereof. In furtherance and Closing Date or is not in limitation of required to be completed until after the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form Closing Date pursuant to applicable Law, Purchaser and Seller shall continue to take commercially reasonable efforts to complete the HSR Act with respect to transfer, assignment, issuance or reissuance of such Transferred Permits after the Closing Date; (ii) obtain all actions or non-actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods, and other confirmations from any Governmental Authority necessary for the consummation of the transactions contemplated hereby by this Agreement (each a “Consent”); (iii) prepare and make, as promptly as practicable reasonably practicable, all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and to other documents with any Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement; (iv) supply as promptly as reasonably practicable any additional information and documentary material that may be requested in connection with any Consent or any Antitrust Law (including pursuant to a “second request,” civil investigative demand or similar request pursuant to the HSR Act or any other Antitrust Law); and (v) defend, contest and resist any lawsuits or other Proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated by this Agreement, including through pursuing litigation on the merits, seeking to take all other actions necessary to cause have promptly vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that would delay, impede, prohibit or make unlawful the expiration or termination consummation of the applicable waiting periods transactions contemplated by this Agreement prior to the Outside Date, and pursuing avenues of administrative and judicial appeals thereof. Each of the Parties shall, and, as applicable, shall cause its Affiliates to, in consultation and cooperation with the other Party and as promptly as reasonably practicable (but in no event later than twenty (20) Business Days following the date of this Agreement, unless a later date is agreed in writing by the Parties), make its respective filings under the HSR Act. Each Party shall not, and shall cause their Guarantors and the subsidiaries of their respective Guarantors not to, without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), (A) “pull-and-refile,” pursuant to 16 C.F.R. § 803.12, any filing made under the HSR Act as soon as practicable. In addition and or (B) enter into any timing agreement with any Governmental Authority to delay the consummation of, or not in limitation to close before a certain date, any of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted transactions contemplated by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)this Agreement.

Efforts. (a) Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations Laws to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable after the date hereof and in any event no later than the Termination Date, including using reasonable best efforts to accomplish the following as soon as practicable and in any event no later than the Termination Date (i) preparing and filing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, (A) each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable practicable, and in any event within ten (10) Business Days after the execution of this Agreement, unless otherwise agreed to by the parties, and to supply substantially comply as promptly as practicable with any "second request" for additional information and documentary material that may be requested pursuant to under the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (iiB) any amendments, modifications Parent agrees to file or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent cause to allow the Company and its Subsidiaries to operate their respective business be filed within 45 days following the Merger substantially execution of this Agreement "Form A" statements or equivalent change of control applications (or, as reasonably determined by Parent, "Form A" exemption requests or equivalent exemption requests) with the insurance commissioners or regulators or departments of health or other Governmental Entities in each jurisdiction where required by applicable Law; provided, however, to the same manner extent that subsequent to the filing of any such "Form A" exemption request or equivalent exemption request it becomes reasonably apparent that such exemption request is reasonably unlikely to be granted in a timely manner, Parent shall, as operated on promptly as reasonably practicable thereafter, withdraw such exemption request and file in substitution thereof a "Form A" statement or equivalent change of control application with the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)applicable Governmental Entity.

Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company and Parent shall use its commercially reasonable best efforts (subject to Section 8.01(c)) to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement make effective as soon promptly as practicable after the date hereof. In furtherance Transactions (including (i) preparing and not in limitation of the foregoingfiling, each party hereto agrees as promptly as practicable, with any Governmental Authority or other Third Party all documentation to make an appropriate filing of a Notification and Report Form effect all necessary Filings (including Filings pursuant to the HSR Act with respect to Act, which shall be made within fifteen (15) Business Days after the transactions contemplated hereby date of this Agreement) (and, absent the prior written consent of the other party, not withdrawing any such Filings) and resubmitting any such Filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority, (ii) making as promptly as practicable (and, in any event, within thirty (30) days) after the date of this Agreement, all Filings necessary, proper or advisable in connection with obtaining the Closing Condition Regulatory Approvals, and (iii) using reasonable best efforts (subject to supply Section 8.01(c)) to obtain, as promptly as practicable, all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Transactions and the expiration or termination of any waiting period that suspends consummation of the Transactions). To the extent permitted by Applicable Law, the Company and Parent shall deliver as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to by any Governmental Authority in connection with the HSR Act and to take all other actions necessary to cause Transactions. Without limiting the expiration or termination foregoing, none of the applicable Company or Parent or their respective Affiliates shall extend any waiting periods period under the HSR Act as soon as practicable. In addition and or other Antitrust Laws or enter into any agreement with any Governmental Authority not in limitation to consummate the Transactions, except with the prior written consent of the foregoingother party (which shall not be unreasonably withheld, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals conditioned or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliatesdelayed).

Efforts. (a) Subject From and after the date hereof, subject to the terms Section 5.1(c), Purchaser and conditions of this Agreement, each party will Seller shall (and shall cause their respective Affiliates to) use its commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable laws Law to consummate and regulations make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger Transaction and the other transactions contemplated by this Agreement as soon as practicable practicable, (ii) the execution and delivery of any additional instruments necessary to consummate the Transaction and the other transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement, and (iii) during the pendency of this Agreement, the defending of any lawsuits or other legal proceedings brought by any Governmental Entity, whether judicial or administrative, challenging this Agreement or the consummation of the Transaction and the other transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed. Without limiting the foregoing, subject to Section 5.1(c), Purchaser and Seller shall (and, Purchaser shall cause its “ultimate parent entity,” as such term is generally determined in accordance with applicable Antitrust Laws, to) use reasonable best efforts to take all actions reasonably necessary to obtain (and shall reasonably cooperate with each other in obtaining) any Regulatory Approvals (which actions shall include furnishing all information reasonably required in connection with such Approvals) required to be obtained or made by Purchaser, Seller, the other Seller Entities or the Purchased Subsidiaries in connection with the Transaction or the other transactions contemplated by this Agreement. Additionally, subject to Section 5.1(c), each of Purchaser and Seller shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1) and Purchaser shall not take any action after the date of this Agreement that would reasonably be expected to impair or materially delay the obtaining of, or result in not obtaining, any Regulatory Approval (excluding any such Regulatory Approval required in connection with the Pre-Closing Reorganization, but solely to the extent resulting from any changes to the Pre-Closing Reorganization made in accordance with Section 5.13 after the date hereof) necessary to be obtained prior to the Closing. In furtherance and not in limitation To the extent that transfers of any Permits are required as a result of the foregoing, each party hereto agrees to make an appropriate filing execution of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration this Agreement or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation of the foregoing, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger)Transaction or the other transactions contemplated by this Agreement, including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent parties hereto shall use reasonable best efforts to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)effect such transfers.

Efforts. (a) Subject to the terms and conditions of this AgreementPlan, each party will it ------- shall, and shall cause its subsidiaries to, use its commercially reasonable best efforts in good faith to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws and regulations laws, so as to consummate permit consummation of the Merger as promptly as reasonably practicable and the other transactions contemplated by this Agreement as soon as practicable after the date hereof. In furtherance and not in limitation to otherwise enable consummation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and shall cooperate fully with each other to supply as promptly as practicable that end (it being understood that any additional information and documentary material that may be requested pursuant amendments to the HSR Act and to take all other actions necessary to cause Registration Statement (as hereinafter defined) or a resolicitation of proxies as a consequence of an acquisition agreement by First Union or any of its subsidiaries shall not violate this covenant). Without limiting the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In addition and not in limitation generality of the foregoing, the Company agrees to use its commercially reasonable efforts, and its to cause the Company Subsidiaries shall to use commercially reasonable efforts efforts, to obtain (iA) all consents, approvals or Permits any consents of Clients necessary in connection with the "assignment" of the NYSEContracts pursuant to which the Company or any Company Subsidiary provides investment advisory, Office sub-advisory or management services 37 to a Client within the meaning of the Comptroller of the Currency Investment Advisers Act (the "OCCAdvisory Agreements"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of ) resulting from the consummation of the Merger); provided that First Union agrees that other than with respect to any Advisory Agreement which by its terms expressly requires written consent to its assignment, including without limitation each effective consent to such "assignment" of an Advisory Agreement may be obtained for all purposes hereunder and under applicable law by requesting written consent from the consentsClient and informing such Client of (1) the intention to complete the Merger, approvals and Permits identified which may result in Section 3.1(f)(iia deemed assignment of such Advisory Agreement, (2) of the Company Disclosure ScheduleCompany's intention to continue the advisory services pursuant to the existing Advisory Agreement with such Client after the Effective Date if such Client does not terminate such agreement prior to the Effective Date, and (ii3) any amendmentsthat the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for at least 40 days after receipt of such notice without termination, modifications and (B) the consent or affirmations approval of exemptive orders and no-action positions of all persons party to a Contract with the SEC as are necessaryCompany, proper to the extent such consent or advisable under applicable laws and regulations or otherwise reasonably requested by Parent approval is required in order to allow the Company and its Subsidiaries to operate their respective business following consummate the Merger substantially in and for the same manner as operated on Continuing Corporation to receive the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliates)benefits thereof.

Efforts. (a) Subject to the terms and conditions of this Agreementherein provided, each party will of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and effect the Merger and the other transactions contemplated by this Agreement as soon as practicable after on the earlier of January 15, 1998 or the date hereof. In furtherance and not in limitation of the foregoing, each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause is two business days after the expiration or termination of the applicable waiting periods period (and any extensions thereof) under the HSR Act as soon as practicableAct, including, without limitation, obtaining all required consents and approvals, making all required filings and applications and, complying with or responding to any requests by Governmental Entities. In addition and not in limitation of the foregoing, the Company and its Subsidiaries The Buyer shall use commercially reasonable efforts to obtain make all filings required under the HSR Act no later than December 24, 1997. AIP and the Management Shareholders shall cause the Company to use commercially reasonable efforts to assist the Parent in obtaining the Financing required to consummate the transactions contemplated by this Agreement, including but not limited to, causing the Company (i) to take, or cause to be taken, all consents, approvals or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Scheduleaction, and (ii) any amendmentsto do, modifications or affirmations of exemptive orders and no-action positions of the SEC as are cause to be done, all things necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow cause all of the indebtedness of the Company and its the Subsidiaries under the U.S. Credit Agreement and the U.K. Credit Agreement to operate their respective business following be repaid in full (using funds supplied or made available by the Merger substantially in Parent) and all of the same manner agreements and instruments relating to such indebtedness, including all security agreements, filings and related instruments, to be terminated to the reasonable satisfaction of the Buyer and (ii) to enter into the Senior Capital Facility provided for under the Bank Commitments. AIP shall use commercially reasonable efforts to cause each of the other Sellers to execute this Agreement as operated on soon as practical after the date hereof (including in respect hereof. The Buyer and the Sellers agree that no filings with any foreign Governmental Entities are required to be made prior to the consummation of arrangements between the Company or its Subsidiaries transactions contemplated by this Agreement and Parent or its Affiliates)that no filings shall be made with any Governmental Entities other than the filing required under the HSR Act.

Efforts. (a) Subject to the terms and conditions of this Agreement, each party will of the Company and Parent shall use its commercially reasonable best efforts (subject to ‎Section 8.01(c)) to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate the Merger and the other transactions contemplated by this Agreement make effective as soon promptly as practicable after the date hereof. In furtherance Transactions (including (i) preparing and not in limitation of the foregoingfiling, each party hereto agrees as promptly as practicable, with any Governmental Authority or other Third Party all documentation to make an appropriate filing of a Notification and Report Form effect all necessary Filings (including Filings pursuant to the HSR Act with respect to Act, which shall be made within fifteen (15) Business Days after the transactions contemplated hereby date of this Agreement) (and, absent the prior written consent of the other party, not withdrawing any such Filings) and resubmitting any such Filings as soon as is reasonably practicable in the event such filings are rejected for any reason whatsoever by the relevant Governmental Authority, (ii) making as promptly as practicable (and, in any event, within thirty (30) days) after the date of this Agreement, all Filings necessary, proper or advisable in connection with obtaining the Closing Condition Regulatory Approvals, and (iii) using reasonable best efforts (subject to supply ‎Section 8.01(c)) to obtain, as promptly as practicable, all Consents required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Transactions and the expiration or termination of any waiting period that suspends consummation of the Transactions). To the extent permitted by Applicable Law, the Company and Parent shall deliver as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to by any Governmental Authority in connection with the HSR Act and to take all other actions necessary to cause Transactions. Without limiting the expiration or termination foregoing, none of the applicable Company or Parent or their respective Affiliates shall extend any waiting periods period under the HSR Act as soon as practicable. In addition and or other Antitrust Laws or enter into any agreement with any Governmental Authority not in limitation to consummate the Transactions, except with the prior written consent of the foregoingother party (which shall not be unreasonably withheld, the Company and its Subsidiaries shall use commercially reasonable efforts to obtain (i) all consents, approvals conditioned or Permits of the NYSE, Office of the Comptroller of the Currency (the "OCC"), Delaware state banking authority and all other SROs and Governmental Authorities required for the Surviving Corporation and its Subsidiaries to conduct the broker-dealer, commodities, trust, insurance and other regulated businesses after the Closing Date as are conducted by the Company and its Subsidiaries as of the date hereof (and not violate any applicable laws or regulations by reason of the consummation of the Merger), including without limitation each of the consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company Disclosure Schedule, and (ii) any amendments, modifications or affirmations of exemptive orders and no-action positions of the SEC as are necessary, proper or advisable under applicable laws and regulations or otherwise reasonably requested by Parent to allow the Company and its Subsidiaries to operate their respective business following the Merger substantially in the same manner as operated on the date hereof (including in respect of arrangements between the Company or its Subsidiaries and Parent or its Affiliatesdelayed).