Common use of Efforts Clause in Contracts

Efforts. (i) Each of Capital One, Synovus, Parent and Seller shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts to consummate the transactions contemplated hereby and, in the case of Parent, Seller and their respective Affiliates, by the Merger Agreement, and to cause the conditions set forth in Article VI to be satisfied and, in the case of Parent, Seller and their respective Affiliates, the conditions set forth in the Merger Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, Synovus shall (and shall cause its Affiliates to) and each of Capital One, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to (A) as promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation of the transactions contemplated hereby, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, including those described on Schedule 5.1(a)(i), in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement or the transactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary in this Agreement, Synovus may withdraw any registration or filing made pursuant to this Section 5.1(a)(i) if, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the applicable communication with the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, and (y) Synovus consults with Capital One and Parent before such withdrawal.

Efforts. (ia) Each of Capital OneAs promptly as practicable after the date hereof, Synovusbut in any event no later than ten (10) Business Days hereafter, Parent Seller, Buyer and their respective Affiliates, as applicable, shall file and Seller shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune to file, with the FCC the necessary FCC Applications requesting its consent to the Assignment of the Station Licenses as contemplated by this Agreement. Seller shall, and shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune to, and Buyer shall, or shall cause its Affiliates to, cooperate in the preparation of such applications and will diligently take, or cooperate in the taking of, all necessary, desirable and proper steps, to provide any additional information required by the FCC and shall use reasonable best efforts to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge and agree that Seller and Tribune and their respective Affiliates may take various actions related to obtaining necessary approvals for the Merger and to consummate the transactions contemplated hereby Merger, including, amending the FCC Applications in a manner which may affect the timing of FCC action with respect to the FCC Applications but that would not otherwise adversely affect Buyer’s interests in the transaction, and such actions shall not be deemed a violation of this obligation. Seller, on the one hand, and Buyer, on the other hand, shall bear the cost of FCC filing fees relating to the FCC Applications equally. Buyer and Seller shall (including, in the case of Seller, by using reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune to) oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to any such party. Neither Seller nor Buyer shall, and each shall cause its Affiliates not to, take (and, in the case of ParentSeller, Seller and their respective Affiliates, shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to prevent Tribune and its Affiliates from taking) any intentional action that would, and or intentionally fail to cause take such action the conditions set forth in Article VI failure of which to take would, reasonably be satisfied and, in expected to have the case effect of Parent, Seller and their respective Affiliates, preventing or materially delaying the conditions set forth in the Merger Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality receipt of the foregoingFCC Consent; provided, Synovus shall (and shall cause its Affiliates to) and each of Capital Onehowever, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to (A) as promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation of the transactions contemplated hereby, including the filings required of that the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Lawsacknowledge and agree that Seller and its Affiliates and Tribune may take various actions related to obtaining necessary approvals for the Merger and to consummate the Merger, including, amending the FCC Applications in a manner which may affect the timing of FCC action with respect to the FCC Applications but that would not otherwise adversely affect Buyer’s interests in the transaction, and promptly make any further filings pursuant thereto such actions shall not be deemed a violation of this obligation. The parties agree that they will cooperate to amend the FCC Applications as may be necessary or advisable (such registrations and filingsrequired to obtain the timely grant of the FCC Consent. As may reasonably be necessary to facilitate the grant of the FCC Consent, in the case of event that in order to obtain the Synovus Required ApprovalsFCC Consent in an expeditious manner, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it is necessary for Buyer or any of its Affiliates is to enter into a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreementcustomary assignment, including those described on Schedule 5.1(a)(i)assumption, in each case until the issuance of a finaltolling, non-appealable order with respect to each such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect similar arrangement with the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek FCC to resolve any objection complaints with the FCC relating to the Stations, Buyer shall enter, or assertion by cause its Affiliates, as applicable, to enter, into such a customary assignment, assumption, tolling or other arrangement with the FCC. If the Closing Date shall not have occurred for any Governmental Authority challenging reason within the original effective period of the FCC Consent, and neither party hereto shall have terminated this Agreement or the transactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary in this Agreement, Synovus may withdraw any registration or filing made pursuant to this Section 5.1(a)(i) ifArticle IX, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content Buyer shall jointly request extensions of the applicable communication with effective period of the relevant Governmental AuthorityFCC Consent until the Closing Date occurs or this Agreement is otherwise terminated; provided, if however, no such communication was oral, or a copy extension of the FCC Consent shall limit the right of either party hereto to exercise such communication if it was written, and (y) Synovus consults with Capital One and Parent before such withdrawalparty’s rights under Article IX.

Efforts. (i) Each of Capital One, Synovus, Parent and Seller Party shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its commercially reasonable best efforts to consummate the transactions contemplated hereby and, in the case of Parent, Seller and their respective Affiliates, by the Merger Agreement, take all actions and to cause do all things necessary to consummate, make effective and comply with all of the terms of this Agreement (including satisfaction, but not waiver, of the conditions set forth in Article VI to be satisfied and, in the case Closing for which it is responsible or of Parent, Seller and their respective Affiliates, the conditions set forth in the Merger Agreement to be satisfied (which it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its termsotherwise controls). Without limiting the generality of the foregoing, Synovus from time to time after Closing, Seller and Buyer shall (each execute, acknowledge and shall cause its Affiliates to) and each of Capital Onedeliver to the other such further instruments as may be reasonably requested by the other Party, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to (A) as promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Sellerat such requesting Party’s and Capital One’s consent, in the case of Synovuscost, and without Capital One’s and Synovus’s consent, as are commercially reasonable to be performed in order to accomplish more effectively the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation of the transactions contemplated hereby, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation purposes of the transactions contemplated by this Agreement, including those described on Schedule 5.1(a)(i)post-Closing actions contemplated by Section 8.7 and Section 8.8. Promptly after Closing, Buyer shall: (a) record the Assignment and all state and federal assignments executed at the Closing in each case until all applicable real property records and/or, if applicable, all state and federal Governmental Authorities and Buyer shall provide to Seller copies of such recorded documents; (b) actively pursue the issuance approval of a final, nonall Customary Post-appealable order Closing Consents from the applicable Governmental Authorities; (c) actively pursue all other consents and approvals that may be required in connection with respect to each such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability assignment of the parties Assets to consummate Buyer and the transactions contemplated herebyassumption of the rights, interests, obligations and liabilities assumed by Buyer hereunder that have not been obtained prior to Closing, provided that Seller shall reasonably cooperate with Buyer in each case until the issuance of a finalobtaining such other consents and approvals, non-appealable order with respect thereto at Buyer’s sole cost and expense; and (Ed) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement or deliver all notices that may be required in connection with the transactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary in this Agreement, Synovus may withdraw any registration or filing made pursuant to this Section 5.1(a)(i) if, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content assignment of the applicable communication with Assets to Buyer and the relevant Governmental Authorityassumption of the rights, if such communication was oralinterests, or a copy of such communication if it was written, obligations and (y) Synovus consults with Capital One and Parent before such withdrawalliabilities assumed by Buyer hereunder.

Efforts. (ia) Each of Capital OneFrom and after the date hereof, Synovus, Parent and Seller shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts to consummate the transactions contemplated hereby and, in the case of ParentPurchaser, Seller and their respective AffiliatesAffiliates shall use reasonable best efforts to take, by the Merger Agreementor cause to be taken, all actions, and to do, or cause the conditions set forth in Article VI to be satisfied anddone, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the case most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of Parentall forms, registrations and notices required to be filed to consummate the 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, Seller and their respective AffiliatesAffiliates shall use reasonable best efforts to take, the conditions set forth in the Merger Agreement or cause to be satisfied (it being understood that the foregoing shall not prohibit Parent taken, all actions, and to do, or Seller from exercising any right pursuant cause to the Merger Agreement be done, all things necessary, proper or advisable to terminate the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, Synovus shall obtain (and shall cause its Affiliates tocooperate with each other in obtaining) and any Regulatory Approvals (which actions shall include furnishing all information required in connection with such Approvals) required to be obtained or made by Purchaser, Seller, the other Seller Entities or the Target Entities in connection with the Transaction or the other transactions contemplated by this Agreement. Additionally, each of Capital One, Parent Purchaser and the Seller shall (and shall cause each of their respective Affiliates toAffiliates) shall use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (Aincluding those set forth in Section 7.1) 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 promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation a result of the transactions contemplated hereby, including the filings required execution of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, including those described on Schedule 5.1(a)(i), in each case until the issuance of a final, non-appealable order with respect Parties shall use reasonable best efforts to each effect such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement or the transactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary in this Agreement, Synovus may withdraw any registration or filing made pursuant to this Section 5.1(a)(i) if, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the applicable communication with the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, and (y) Synovus consults with Capital One and Parent before such withdrawaltransfers.

Efforts. (ia) Each of Capital OneFrom and after the date hereof, Synovus, Parent Buyer and each Seller shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts to consummate the transactions contemplated hereby andtake, in the case of Parentor cause to be taken, Seller and their respective Affiliates, by the Merger Agreementall actions, and to do, or cause the conditions set forth in Article VI to be satisfied anddone, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the case most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of Parentall forms, Seller registrations and their respective Affiliates, the conditions set forth in the Merger Agreement notices required to be satisfied filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (it being understood that ii) the foregoing shall not prohibit Parent or Seller from exercising execution and delivery of any right pursuant additional instruments necessary to consummate the Merger Transaction and the other transactions contemplated by this Agreement and to terminate fully carry out the Merger Agreement in accordance with its terms)purposes of this Agreement. Without limiting the generality of the foregoing, Synovus Buyer and each Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cause its Affiliates tocooperate with each other in obtaining) any Regulatory Approvals (which actions shall include Buyer filing a request for advance ruling certificate under the Competition Act and each of Capital OneBuyer and each Seller filing, Parent as soon as is practicable (and subject to the immediately succeeding sentence), pre-merger notifications under Part IX of the Competition Act and furnishing all information required in connection with such Approvals) required to be obtained or made by Buyer, any Seller, any Purchased Company or any Subsidiary of any Purchased Company in connection with the Transaction or the other transactions contemplated by this Agreement. Within ten (10) Business Days following the date hereof, Sellers and Buyer will make the initial filings or submissions as are required under the HSR Act and any other applicable Antitrust Law. Additionally, Buyer and each Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (Aincluding those set forth in Section 7.1) 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 promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation a result of the transactions contemplated hereby, including the filings required execution of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, including those described on Schedule 5.1(a)(i), in each case until the issuance of a final, non-appealable order with respect Parties hereto shall use reasonable best efforts to each effect such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability transfers. Each of the Parties hereto hereby agrees that (i) the Parties will bear the costs of obtaining any Approval set forth on Section 7.2(d) of the Seller Disclosure Schedules or Section 7.2(e) of the Seller Disclosure Schedules as set forth on Section 5.1(a) of the Seller Disclosure Schedules and (ii) HD Supply and Buyer shall each pay when due and be responsible for one half of any and all filing fees in connection with the filing by the parties hereto of the premerger notification and report forms relating to consummate the Transaction or the other transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement or under the transactions contemplated hereby other than, in HSR Act and the case filing of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to any notice under the contrary in this Agreement, Synovus may withdraw any registration or filing made pursuant to this Section 5.1(a)(i) if, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the applicable communication with the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, and (y) Synovus consults with Capital One and Parent before such withdrawalCompetition Act.

Efforts. (ia) Each of Capital OneAs promptly as practicable after the date hereof, Synovusbut in any event no later than ten (10) Business Days hereafter, Parent Seller, Buyer and their respective Affiliates, as applicable, shall file and Seller shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune to file, the necessary applications requesting the FCC Consent to the Assignment of the Station Licenses and all other assignable Governmental Authorizations issued by the FCC exclusively related to the Stations to Buyer, as contemplated by this Agreement (the “FCC Applications”). Seller shall, and shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune to, and Buyer shall, or shall cause its Affiliates to, cooperate in the preparation of such applications and will diligently take, or cooperate in the taking of, all necessary, desirable and proper steps, provide any additional information required by the FCC and shall use reasonable best efforts to obtain promptly the FCC Consent; provided, however, that the parties hereto acknowledge and agree that Seller and Tribune and their respective Affiliates may take various actions related to obtaining necessary approvals for the Merger and to consummate the transactions contemplated hereby Merger, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and such actions shall not be deemed a violation of this obligation. Seller, on the one hand, and Buyer, on the other hand, shall bear the cost of FCC filing fees relating to the FCC Applications equally. Buyer and Seller shall (including, in the case of Seller, by using reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune to) oppose any petitions to deny or other objections filed with respect to the FCC Applications to the extent such petition or objection relates to any such party. Neither Seller nor Buyer shall, and each shall cause its Affiliates not to, (and, in the case of ParentSeller, Seller and their respective Affiliates, shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement, and ) to cause Tribune and its Affiliates not to take any intentional action that would, or intentionally fail to take such action the conditions set forth in Article VI failure of which to take would, reasonably be satisfied and, in expected to have the case effect of Parent, Seller and their respective Affiliates, materially delaying the conditions set forth in the Merger Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality receipt of the foregoingFCC Consent; provided, Synovus shall (and shall cause its Affiliates to) and each of Capital Onehowever, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to (A) as promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation of the transactions contemplated hereby, including the filings required of that the parties hereto or acknowledge and agree that the Seller Parties and their “ultimate parent entities” or “ultimate controlling persons” under any applicable LawsAffiliates may take various actions related to obtaining necessary approvals for the Merger and to consummate the Merger, including amending the FCC Applications (which may affect the timing of FCC action with respect to the FCC Applications), and promptly make any further filings pursuant thereto such actions shall not be deemed a violation of this obligation. The parties agree that they will cooperate to amend the FCC Applications as may be necessary or advisable (such registrations and filingsrequired to obtain the timely grant of the FCC Consent. As may reasonably be necessary to facilitate the grant of the FCC Consent, in the case of event that in order to obtain the Synovus Required ApprovalsFCC Consent in an expeditious manner, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it is necessary for Buyer or any of its Affiliates is to enter into a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreementcustomary assignment, including those described on Schedule 5.1(a)(i)assumption, in each case until the issuance of a finaltolling, non-appealable order with respect to each such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect similar arrangement with the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek FCC to resolve any objection or assertion by any Governmental Authority challenging this Agreement or complaints with the transactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything FCC relating to the contrary in this AgreementStations, Synovus may withdraw any registration Buyer shall enter, or filing made pursuant cause its Affiliates, as applicable, to this Section 5.1(a)(i) ifenter, after submission thereofinto such a customary assignment, the relevant Governmental Authority to which such registration assumption, tolling or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the applicable communication other arrangement with the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, and (y) Synovus consults with Capital One and Parent before such withdrawalFCC.

Efforts. (ia) Each From and after the date of Capital Onethis Agreement, SynovusParent, Parent Purchaser and Seller shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts to consummate the transactions contemplated hereby and, in the case of Parent, Seller and their respective Affiliates, by the Merger Agreement, and to cause the conditions set forth in Article VI to be satisfied and, in the case of Parent, Seller and their respective Affiliates, the conditions set forth in the Merger Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, Synovus shall (and shall cause its Affiliates to) and each of Capital One, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to (A) take, or cause to be taken, all reasonable actions, and to do, or cause to be done, all reasonable things necessary, proper or advisable under any applicable Law to consummate and make effective the Transaction and the other transactions contemplated by this Agreement as promptly as practicable obtain practicable, including (i) the preparation and filing of all Synovus Required Approvalsforms, Capital One Required Approvals registrations and Seller Required Approvalsnotices required to be filed to consummate the Transaction and the other transactions contemplated by this Agreement, (Bii) on using reasonable best efforts to obtain (and cooperating with each other in obtaining) any Approval of any third party, including any Governmental Entity (which actions shall include furnishing all information required in connection with Approvals under Antitrust Laws) required to be obtained or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or made by Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority Purchaser or other persons necessary or advisable Seller in connection with the consummation Transaction or the other transactions contemplated by this Agreement, (iii) taking all actions reasonably necessary to demonstrate to the FTC and the Commissioner of Competition that Purchaser is an acceptable purchaser of the Purchased Assets, (iv) obtaining FTC and the Commissioner of Competition approval of Purchaser as an acceptable purchaser of Purchased Assets and causing the FTC Order to become final without any adverse modifications and causing Canadian Consent Agreement to be executed as among Seller, Parent and the Commissioner of Competition, and (v) the execution and delivery of any reasonable additional instruments necessary to consummate the Transaction and the other transactions contemplated herebyby this Agreement and to fully carry out the purposes of this Agreement. No party shall participate in any meeting or substantive communication with the FTC or the Commissioner of Competition in connection with this Agreement and the Transaction (excluding telephone calls or other communications initiated by the FTC or Commissioner of Competition which a party may answer without providing the other party an opportunity to participate) unless it consults with the other party in advance and, to the extent the FTC or Commissioner of Competition, as applicable, does not request otherwise, gives the other party the opportunity to attend and participate therein or thereat solely through outside legal counsel; provided, however, that (A) Purchaser shall have the right to pre-approve any individual attorney of Seller or Parent with respect to attending any meetings regarding Purchaser’s business plan or other confidential, proprietary or sensitive business information, and has pre-approved the attorneys set forth on Section 5.1 of the Seller Disclosure Schedules for the purposes set forth therein; (B) no such attorney shall be permitted, directly or indirectly, to document any information from such meeting or to disclose the details of such information or contents of such meeting to anyone, including the filings required of the parties hereto to Parent or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), Seller; (C) defend notwithstanding the foregoing, such attorney may disclose information with respect to the meeting to the extent such information would evidence a breach of this Agreement or the Transaction Documents or be inconsistent with the terms of this Agreement or the Transaction Documents; and (D) the law firm employing any such attorneys of Seller or Parent approved by Purchaser to attend any meetings in accordance with this sentence shall provide written assurances to Purchaser agreeing to the foregoing restrictions on disclosure placed on such attorney. Parent and Seller shall use reasonable best efforts to take all lawsuits or other legalactions necessary to consummate the Merger. Additionally, regulatoryeach of Parent, administrative or other proceedings Purchaser and Seller shall use their respective reasonable best efforts to which it or fulfill all conditions precedent to this Agreement (including those set forth in Section 7.1). To the extent that transfers of any Permits are required as a result of its Affiliates is a party challenging or affecting the execution of this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, including those described on Schedule 5.1(a)(i), in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement or shall use their respective reasonable best efforts to effect such transfers. From and after the transactions contemplated hereby other than, in the case date of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary in this Agreement, Synovus may withdraw Parent, Purchaser and Seller shall not take any registration actions, or filing made pursuant omit to this Section 5.1(a)(i) iftake any actions, after submission thereof, the relevant Governmental Authority that would reasonably be expected to which such registration cause or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content result in any of the applicable communication conditions set forth in Article VII not to be satisfied in accordance with the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, terms and (y) Synovus consults with Capital One and Parent before such withdrawalsubject to the conditions set forth therein.

Efforts. (i) Each Subject to the terms and conditions hereof and without limiting any of Capital Onethe provisions of Section 7.6, Synovus, Parent and Seller each Party shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its commercially reasonable best efforts to (a) consummate the transactions contemplated hereby and, in the case of Parent, Seller and their respective Affiliates, by the Merger Agreement, and to cause the conditions set forth in Article VI to be satisfied and, in the case of Parent, Seller and their respective Affiliates, the conditions set forth in the Merger this Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, Synovus shall (and shall cause its Affiliates to) and each of Capital One, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to (A) as promptly as practicable obtain all Synovus Required Approvalsand (b) obtain, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One)cause to be obtained, all registrations actions or nonactions, waivers, authorizations, expirations or terminations of waiting periods, clearances, consents and filings with approvals required to be obtained from any Governmental Authority Authorities or other persons necessary or advisable third parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including . The “commercially reasonable efforts” of (i) the filings required Company or Seller shall not require any of the parties hereto Company Group or their “ultimate parent entities” its Representatives to expend any money to remedy any breach of any representation or “ultimate controlling persons” under warranty hereunder or to obtain any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consent required for consummation of the transactions contemplated by this Agreement, including those described on Schedule 5.1(a)(i)other than de minimis administrative fees or fees for which Purchaser agrees to be responsible, in each case until the issuance for consummation of a final, non-appealable order with respect to each such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto by this Agreement; and (Eii) seek Purchaser shall not require any of Purchaser or its Representatives to resolve expend any objection money to remedy any breach of any representation or assertion by warranty hereunder or to obtain any Governmental Authority challenging this Agreement or consent required for consummation of the transactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary in by this Agreement, Synovus may withdraw other than de minimis administrative fees and any registration or filing made pursuant fees required to this Section 5.1(a)(i) if, after submission thereof, be paid by Purchaser under applicable Law in order for the consent of the relevant Governmental Authority to which such registration or filing has been submitted be obtained. Xxxxxx further agrees to deliver to Purchaser, at least five (15) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides Business Days prior to Seller the Closing Date, for Purchaser’s review and Capital One an affidavit signed by an executive officer of Synovus setting forth the content comment, a preliminary copy of the applicable communication with ESOP Fairness Opinion. Seller shall use commercially reasonable efforts to cause the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, ESOP Financial Advisor to (A) consider in good faith Purchaser’s comments to the ESOP Fairness Opinion and (yB) Synovus consults with Capital One and Parent before such withdrawalrender the signed ESOP Fairness Opinion to the Trustee prior to the Outside Date.

Efforts. (i) Each Subject to the terms and conditions of Capital Onethis Agreement, Synovuseach Party will use all commercially reasonable efforts to cause the Closing to occur. Notwithstanding the foregoing, Parent and Seller Buyer shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts to consummate obtain the transactions contemplated hereby andRequisite Financing, in the case of Parent, Seller and their respective Affiliates, including by the Merger Agreement, and to cause the conditions set forth in Article VI to be satisfied and, in the case of Parent, Seller and their respective Affiliates, the conditions set forth in the Merger Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, Synovus shall (and shall cause its Affiliates to) and each of Capital One, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use their respective using reasonable best efforts to (Ai) as promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals negotiate and Seller Required Approvals, enter into definitive agreements for the Requisite Financing (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation of the transactions contemplated hereby, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvalscollectively, the “Synovus Required FilingsDebt Requisite Financing Agreement”), (Cii) defend satisfy on a timely basis all lawsuits conditions applicable to Buyer set forth in any Debt Requisite Financing Agreement that are within its control if all other conditions to Buyer’s obligation to close have been satisfied or waived (other legalthan those that by their nature are to be satisfied at the Closing) and (iii) upon satisfaction of such conditions, regulatory, administrative or other proceedings to which it consummate the Requisite Financing. In the event all or any portion of the Requisite Financing becomes unavailable to Buyer for any reason, Buyer shall use its Affiliates reasonable best efforts to arrange and obtain alternative financing from the same or not less than 2 alternative sources reasonably satisfactory to Buyer (the “Alternative Financing”) in an amount sufficient and on terms and conditions not materially less favorable (taken as a whole) than those described in the term sheet for the Requisite Financing to enable Buyer to fund the payment of the Aggregate Closing Consideration. In the event that notwithstanding Buyer complying with the two preceding sentences, Requisite Financing or Alternative Financing is a party challenging or affecting not obtained in order to close the Transactions prior to any termination of this Agreement (other than as a result of any action or inaction by Buyer which would constitute a breach of the two prior sentences resulting in such lack of obtaining Requisite Financing or Alternative Financing), Buyer shall have no liability to Sellers or Sellers’ Representatives other than (i) the Expense Reimbursement, (ii) as a result of any breach of any warranty or the consummation inaccuracy of the transactions contemplated by this Agreement, including those described on Schedule 5.1(a)(i), in each case until the issuance any representation of a final, non-appealable order with respect to each such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement or the transactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary Buyer contained in this Agreement, Synovus may withdraw (iii) as a result of any registration breach by Buyer of, or filing made pursuant failure by Buyer to perform any of its other covenants or obligations contained in this Section 5.1(a)(iAgreement, (iv) if, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn as a result of fraud or (2v) informed Synovus as a result of willful misconduct in each such instance subject to the terms and limitations of Section 10.2. Buyer shall inform the Sellers’ Representatives regarding all material activity concerning the Requisite Financing or Alternative Financing, including any material adverse changes with respect to the Requisite Financing or Alternative Financing, and shall provide the Sellers’ Representatives with copies of all commitment letters, proposals and documents in respect thereof received from potential and actual financing sources. The Company shall reasonably cooperate with Buyer in respect of Buyer’s efforts in seeking to obtain the Requisite Financing or Alternative Financing. Sellers, severally and not jointly, agree that they will negotiate in good faith with the providers of the Requisite Financing or Alternative Financing with respect to customary and reasonable changes such registration providers may request to the subordination provisions in the Buyer Notes, or filing will entering into a separate subordination agreement generally consistent with such subordination provisions; provided, however, that no Seller shall be denied if required to agree to any changes to the subordination provisions, or any separate subordination agreement, in the event that any such registration changes or filing new agreement, in either case, are materially adverse to such Seller from what is not withdrawnin the Buyer Notes, absent the consent of the Sellers’ Representatives; provided that promptly following with respect to any customary and reasonable changes, such request by such Governmental Authority consent shall not be unreasonably conditioned, withheld or being so informed by such Governmental Authority (x) Synovus provides delayed. For the avoidance of doubt, in no event shall the Sellers be required to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth alter the content economic terms of the applicable communication with Buyer Notes, including principal amount, cash interest , conversion rights, maturity, redemption (and related rights), tax payments, manner and timing of payments (subject to Section 4 of the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, Buyer Notes) and Consolidated Leverage Ratio (y) Synovus consults with Capital One and Parent before such withdrawalas defined in the Buyer Notes).

Efforts. (ia) Each of Capital Onethe parties (provided, Synovushowever, Parent and Seller that the Stockholder Representatives shall (and Capital One, Synovus, Parent and Seller have no obligations pursuant to this Section 5.7) shall cause each of their respective Affiliates to) use its 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 Law or otherwise to consummate and make effective the transactions contemplated hereby and, in the case of Parent, Seller and their respective Affiliates, by the Merger Agreement, and to cause the conditions set forth in Article VI to be satisfied and, in the case of Parent, Seller and their respective Affiliates, the conditions set forth in the Merger this Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, Synovus shall (and shall cause its Affiliates to) and each of Capital One, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to (A) Ancillary Agreements as promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation of the transactions contemplated herebypracticable, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Lawsto obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and promptly make any further filings pursuant thereto that may be orders as are necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or 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, including those described on Schedule 5.1(a)(i), the parties shall each file (i) Premerger Notification and Report Forms under and in each case until compliance with the issuance HSR Act with the U.S. Department of a final, non-appealable order Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) with respect to each such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until by this Agreement and the issuance of a final, non-appealable order with respect thereto Ancillary Agreements and (Eii) seek to resolve any objection such other notifications, applications or assertion by any 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 challenging 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 or and the transactions contemplated hereby other than, Ancillary Agreements. The Acquiror shall pay all filing fees in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary in this Agreement, Synovus may withdraw any registration or filing made pursuant to this Section 5.1(a)(i) if, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the applicable communication connection with the relevant Governmental AuthorityAntitrust Filings, if such communication was oral, or a copy of such communication if it was written, but each party shall bear its own costs and expenses (yincluding attorneys’ fees) Synovus consults in connection with Capital One and Parent before such withdrawalthe Antitrust Filings.

Efforts. (a) Subject to the terms and conditions of this Agreement, each of Star and Safe shall use its 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 each of Capital One, Synovus, Parent Star and Seller Safe shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates toA) use its reasonable best efforts to consummate 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 hereby andby this Agreement and in timely making all such filings, (B) promptly furnish the other Party, subject in the case 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 Parentnecessary filings, Seller registrations and their respective Affiliatessubmissions 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 the Merger Agreementany 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 conditions set forth in Article VI expiration or termination of the applicable waiting periods with respect to be satisfied and, in the case of Parent, Seller and their respective AffiliatesMerger, the conditions set forth in Charter Amendment, the Merger Agreement to be satisfied (it being understood that Par Value Charter Amendment, the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to SpinCo Reorganization, the Merger Agreement to terminate SpinCo Distribution, the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, Synovus shall (and shall cause its Affiliates to) and each of Capital One, Parent Star Stock Issuance and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to (A) other transactions contemplated by this Agreement under any applicable Laws as promptly as practicable obtain all Synovus Required Approvalsand (ii) Star shall take, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One)cause to be taken, all registrations actions and filings with any Governmental Authority do, or other persons necessary cause to be done, all things necessary, proper or advisable to obtain the Additional Cash Proceeds as promptly as practicable and in connection with the consummation of the transactions contemplated hereby, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, including those described on Schedule 5.1(a)(i), in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement or the transactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything event prior to the contrary in this Agreement, Synovus may withdraw any registration or filing made pursuant to this Section 5.1(a)(i) if, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the applicable communication with the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, and (y) Synovus consults with Capital One and Parent before such withdrawalOutside Date.

Efforts. (id) Each of Capital OneFrom and after the date hereof, Synovus, Parent Purchaser and Seller shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts to consummate the transactions contemplated hereby andtake, in the case of Parentor cause to be taken, Seller and their respective Affiliates, by the Merger Agreementall actions, and to do, or cause the conditions set forth in Article VI to be satisfied done, all things necessary, proper or advisable under any applicable Law to consummate and 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 Transaction and the other transactions contemplated by this Agreement as soon as practicable and, with respect to Regulatory Approval under the Antitrust Laws of Mexico, in any event on or before August 12, 2013 and (ii) the case execution and delivery of Parent, Seller any additional instruments necessary to consummate the Transaction and their respective Affiliates, the conditions set forth in other transactions contemplated by this Agreement and to fully carry out the Merger Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms)purposes of this Agreement. Without limiting the generality of the foregoing, Synovus Purchaser and Seller shall use reasonable best efforts to take all actions necessary to obtain (and cooperating with each other in obtaining) any Regulatory Approvals (which actions shall cause its Affiliates toinclude furnishing all information required in connection with such Approvals) and required to be obtained or made by Purchaser, the other Purchaser Entities, Seller or the other Seller Entities in connection with the Transaction or the other transactions contemplated by this Agreement. Additionally, each of Capital One, Parent Purchaser and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (Aincluding those set forth in Section 7.1) 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 promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation a result of the transactions contemplated hereby, including the filings required execution of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, including those described the parties hereto shall use reasonable best efforts to effect such transfers. Seller shall use reasonable best efforts to obtain all Approvals required to be set forth on Schedule 5.1(a)(i), in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (DSection 3.3(a) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement or the transactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary in this Agreement, Synovus may withdraw any registration or filing made pursuant to this Section 5.1(a)(i) if, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the applicable communication with the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, and (y) Synovus consults with Capital One and Parent before such withdrawalDisclosure Schedules.

Efforts. (ia) Each Subject to the terms and conditions of Capital Onethis Agreement and except as otherwise expressly provided in this Agreement, SynovusPurchaser, Parent and Seller shall (shall, and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts to consummate the transactions contemplated hereby and, in the case of Parent, Seller and their respective Affiliates, by the Merger Agreement, and to cause the conditions set forth in Article VI to be satisfied and, in the case of Parent, Seller and their respective Affiliates, the conditions set forth in the Merger Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, Synovus shall (and shall cause its Affiliates to) and each of Capital One, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use 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 any applicable Law to consummate and make effective in the most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents, including (Ai) 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 promptly soon as practicable obtain all Synovus Required Approvalsand (ii) the execution and delivery of any additional 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, Capital One Required Approvals except as otherwise expressly provided in this Agreement, Purchaser, Parent and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovusshall, and without Capital One’s shall cause their respective Affiliates to, promptly take all actions reasonably necessary to obtain (and Synovus’s consentshall 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, in the case of Seller or Parent, and without Seller, the Seller’s and Synovus’s consent, in the case other Seller Entities or any of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable their respective Affiliates in connection with the consummation of the transactions contemplated hereby, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement Transaction or the consummation of the other transactions contemplated by this AgreementAgreement and the other Transaction Documents. Additionally, including those described on Schedule 5.1(a)(i)Purchaser, in each case until Parent and Seller shall not, and shall cause their respective Affiliates not to, take any action after the issuance date of a final, non-appealable order with respect to each such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement that would reasonably be expected to impair or materially delay the transactions contemplated hereby other thanobtaining of, or result in the case of Synovusnot obtaining, in respect of a Synovus Required Approval. Notwithstanding anything any Regulatory Approval necessary to be obtained prior to the contrary in this Agreement, Synovus may withdraw any registration or filing made pursuant to this Section 5.1(a)(i) if, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the applicable communication with the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, and (y) Synovus consults with Capital One and Parent before such withdrawalClosing.

Efforts. (i) Each of Capital Onethe Parties shall use commercially reasonable efforts to take all actions and to do all things necessary, Synovus, Parent proper or advisable to satisfy the conditions to Closing set forth herein and Seller shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts to consummate the transactions contemplated hereby and, in the case of Parent, Seller and their respective Affiliates, by the Merger this Agreement, including to obtain all waivers, permits, consents, approvals or other authorizations from Governmental Entities, to effect all registrations, filings and notices with or to Governmental Entities and to cause the conditions set forth in Article VI to be satisfied and, in the case of Parent, Seller otherwise comply with all applicable laws and their respective Affiliates, the conditions set forth in the Merger Agreement to be satisfied (it being understood that the foregoing shall not prohibit Parent or Seller from exercising any right pursuant to the Merger Agreement to terminate the Merger Agreement in accordance with its terms). Without limiting the generality of the foregoing, Synovus shall (and shall cause its Affiliates to) and each of Capital One, Parent and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to (A) as promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable regulations in connection with the consummation of the transactions contemplated hereby, including the filings required of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, including those described and Seller shall use commercially reasonable efforts to obtain the third party consents listed on Section 2.3 of the Disclosure Schedule 5.1(a)(ias may be reasonably requested by Buyer. Buyer shall bear any out-of-pocket costs associated with obtaining such waivers, permits, consents, approvals or other authorizations. Without limiting the generality of the foregoing, (a) each of the Parties shall promptly file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act, shall use its commercially reasonable best efforts to obtain an early termination of the applicable waiting period, and shall make any further filings or information submissions pursuant thereto that may be necessary, proper or advisable, and (b) with respect to the real property sublease identified on Section 2.9 of the Disclosure Schedule (the “Tysons Corner Lease”), Buyer shall use commercially reasonable efforts (i) cooperate with Seller in its efforts to obtain a landlord or sublandlord consent to the assignment or sublease of such sublease to Buyer (to the extent any such consent is deemed necessary or appropriate by Seller), and (ii) take such steps as are necessary and appropriate to become a substitute guarantor under the terms of the Tysons Corner Lease; provided, that, with respect to clause (ii), in each case until the issuance event the sublandlord does not accept Buyer as a substitute guarantor under the terms of the Tysons Corner Lease, Buyer shall provide Seller, at Seller’s sole discretion, either (A) a final, nonletter of credit for an amount equal to two times the aggregate amount of Monthly Base Rent and Additional Rent (as defined in the Tysons Corner Lease) due pursuant to the Tysons Corner Lease during the period from the Closing to the termination date of the Tysons Corner Lease or (B) a back-appealable order up guaranty with respect to each the obligations guaranteed by Seller pursuant to the Tysons Corner Lease, which letter of credit or back-up guaranty, as the case may be, may be drawn upon or enforced by Seller in the event that such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order sublandlord exercises its rights with respect thereto and (E) seek to resolve any objection Seller’s guaranty. Any letter of credit or assertion by any Governmental Authority challenging this Agreement or the transactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary in this Agreement, Synovus may withdraw any registration or filing made back-up guaranty delivered pursuant to this Section 5.1(a)(i) if, after submission thereof, the relevant Governmental Authority to which such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the applicable communication with the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, and (y) Synovus consults with Capital One and Parent before such withdrawal.this

Efforts. (ia) Each of Capital OneFrom and after the date hereof, Synovus, Parent Purchaser and Seller shall (and Capital One, Synovus, Parent and Seller shall cause each of their respective Affiliates to) use its reasonable best efforts to consummate the transactions contemplated hereby andtake, in the case of Parentor cause to be taken, Seller and their respective Affiliates, by the Merger Agreementall actions, and to do, or cause the conditions set forth in Article VI to be satisfied anddone, all things necessary, proper or advisable under any applicable Law to consummate and make effective in the case most expeditious manner possible the Transaction and the other transactions contemplated by this Agreement, including (i) the preparation and filing of Parentall forms, Seller registrations and their respective Affiliates, the conditions set forth in the Merger Agreement notices required to be satisfied filed to consummate the Transaction and the other transactions contemplated by this Agreement as soon as practicable and (it being understood that ii) the foregoing shall not prohibit Parent or Seller from exercising execution and delivery of any right pursuant additional instruments necessary to consummate the Merger Transaction and the other transactions contemplated by this Agreement and to terminate fully carry out the Merger Agreement in accordance with its terms)purposes of this Agreement. Without limiting the generality of the foregoing, Synovus Purchaser and Seller shall use their reasonable best efforts to take all actions necessary to obtain (and shall cause its Affiliates tocooperate with each other in obtaining) and any Regulatory Approvals (which actions shall include furnishing all information 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, each of Capital One, Parent Purchaser and the Seller shall (and shall cause each of their respective Affiliates to) use their respective reasonable best efforts to fulfill all conditions precedent to this Agreement (Aincluding those set forth in Section 7.1) 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 promptly as practicable obtain all Synovus Required Approvals, Capital One Required Approvals and Seller Required Approvals, (B) on or before April 19, 2017, make and not withdraw (without the Seller’s and Capital One’s consent, in the case of Synovus, and without Capital One’s and Synovus’s consent, in the case of Seller or Parent, and without the Seller’s and Synovus’s consent, in the case of Capital One), all registrations and filings with any Governmental Authority or other persons necessary or advisable in connection with the consummation a result of the transactions contemplated hereby, including the filings required execution of the parties hereto or their “ultimate parent entities” or “ultimate controlling persons” under any applicable Laws, and promptly make any further filings pursuant thereto that may be necessary or advisable (such registrations and filings, in the case of the Synovus Required Approvals, the “Synovus Required Filings”), (C) defend all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the Transaction or the other transactions contemplated by this Agreement, including those described on Schedule 5.1(a)(i), in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding, (D) seek to have lifted or rescinded any injunction or restraining order which may adversely affect the ability of the parties shall use reasonable best efforts to consummate the transactions contemplated hereby, in each case until the issuance of a final, non-appealable order with respect thereto and (E) seek to resolve any objection or assertion by any Governmental Authority challenging this Agreement or the transactions contemplated hereby other than, in the case of Synovus, in respect of a Synovus Required Approval. Notwithstanding anything to the contrary in this Agreement, Synovus may withdraw any registration or filing made pursuant to this Section 5.1(a)(i) if, after submission thereof, the relevant Governmental Authority to which effect such registration or filing has been submitted (1) has requested that such registration or filing be withdrawn or (2) informed Synovus that such registration or filing will be denied if such registration or filing is not withdrawn; provided that promptly following such request by such Governmental Authority or being so informed by such Governmental Authority (x) Synovus provides to Seller and Capital One an affidavit signed by an executive officer of Synovus setting forth the content of the applicable communication with the relevant Governmental Authority, if such communication was oral, or a copy of such communication if it was written, and (y) Synovus consults with Capital One and Parent before such withdrawaltransfers.