Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The Investor, on (a) Each of the one hand, Investor and the Company, on the other hand, will Company shall cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and expiration or termination of any applicable waiting periods, including the CompanyAdditional Agreements set forth in Article IV, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement Agreement; the Investor shall make or file any such applications, notices, petitions or filings required to be performed made by it with Governmental Entities as promptly as practicable, and (ii) in any event not later than the date that is 10 calendar days, after the date of this Agreement; provided, however, that nothing in this Agreement shall obligate the Investor to provide any of its, its Affiliates’ or its control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information. In furtherance and not in limitation of the foregoing, the Investor and the Company will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.3(c)(2)(iii), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement as a condition precedent to providing such written confirmation, each of the Investors and the Company will cooperate and consult with the other and use all reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall, in the Investor’s sole discretion, adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement with respect to the Investor, to Investment and/or the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied Company and subject to such confidentiality requests as the Investor may reasonably seekits Affiliates. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each shall use its reasonable best efforts to promptly obtain or submitobtain, and the Company and the Investor will shall cooperate as may reasonably be requested by the Investor or the Company, as the case may be, and use its reasonable best efforts to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals or exemptions from Governmental Entities bank regulatory authorities (and, solely with respect including the Investor’s notice to the CompanyFederal Reserve pursuant to the Change in Bank Control Act, as amended, and applicable rules and regulations thereunder and application to the Bankruptcy Court) or third partiesFDIC pursuant to the Depository Institution Management Interlocks Act and applicable rules and regulations thereunder), subject, in each case, to clauses (i) and (ii) for the transactions contemplated by this Agreement. Each of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will shall consult with the other, in each case case, subject to applicable laws relating to the exchange of information and confidential information related information, with respect to the Investor or the Company, all the information (other than confidential information) relating to such the other party, and any of their respective Affiliatessubsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. (a) The Investor, on the one hand, Investors and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Focus Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor Company or to the CompanyFocus Investor, all the information (other than confidential personal or sensitive information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Focus Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering Agreement or any such document may redact any confidential information contained thereinother Transaction Document. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require to the contrary, Neither the Focus Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control nor the Company shall be required to provide any materials to the other party that it deems private or confidential nor shall either be required to make any commitments (other than the Bank for purposes of the Change passivity commitments described above) to any Governmental Entity in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action connection therewith or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderCondition.

Filings; Other Actions. (a) The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorTransaction Documents, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekin each case required of it. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderSection 3.3(b).

Filings; Other Actions. (a) The InvestorPurchaser (on behalf of itself and its Affiliates, and its and their respective directors, officers, partners, members and shareholders), on the one hand, and the CompanyCompany (on behalf of itself and its Affiliates), on the other hand, will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andAuthorities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or and the Other Private Placementsother Transaction Documents, and to perform the their respective covenants contemplated by in this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekother Transaction Documents. Each of the parties hereto party shall, and shall cause its respective Affiliates, and its and their respective directors, officers, partners, members and shareholders to) execute and deliver deliver, both before and after the Closing Closing, such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. Notwithstanding anything herein to the contrary, subject, in each case, the Purchaser and its Affiliates are not subject to clauses (i) and (ii) of any covenant or agreement under this Agreement to file any application or notice under the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor BHC Act or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents CIBC Act in connection with any of the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreementtransactions as contemplated hereby, and nothing herein shall require the Investor and Purchaser or any of its Affiliates to take any action that would result in the Purchaser or its Affiliates being deemed to control the Company shall usefor the purposes of the BHC Act or the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions), and shall cause their respective or that would require the Purchaser or its Affiliates to use, reasonable best efforts to, Register as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made witha bank holding company, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor would result in the Other Private Placements to review imposition of any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicableBurdensome Condition. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in Court)in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978CIBCA, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement and the Secondary Sale Agreement (including all transactions that are conditions to Closing hereunderhereunder and thereunder) or the Other Private PlacementsPrimary Investment Transactions, and to perform the covenants contemplated by this Agreement and the Secondary Sale Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement and the Secondary Sale Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Primary Investment Transactions or Secondary Treasury Sales to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement and the Secondary Sale Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The (a) Each Anchor Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other others and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the each Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Anchor Investors and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and each of the Investor Anchor Investors will cooperate as may reasonably be requested by the Investor Anchor Investors or the Company, as the case may be, to help the Investor Anchor Investors and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and subject to the following sentence. Notwithstanding the foregoing, in no event shall an Anchor Investor and be required to become a bank holding company, accept any Burdensome Condition with respect to any regulatory filing or approval, including without limitation any condition which could jeopardize or potentially have the effect of jeopardizing any investment opportunities (now or hereafter existing) of such Anchor Investor or any of its Affiliates, or be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Common Shares to be purchased by it pursuant to the terms of the Transaction Documents. To the extent that any Anchor Investor files a notice of change in control under the CBCA, such Anchor Investor shall use, and shall cause their respective its Affiliates to use, commercially reasonable best efforts to, to obtain regulatory non-objection to the change in control notice as promptly as possible, respond including without limitation responding fully to all requests for additional information from the Federal Reserve, entering into one or more passivity requirements or rebuttal of control agreements and providing such other non-control and related commitments as the Federal Reserve or may require (in each case, in form and substance reasonably satisfactory to the OCCFederal Reserve) as a condition to approving and accepting such rebuttal of control submission (in each case to the extent it has not done so prior to the date of this Agreement). The Investor Anchor Investors and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the CompanyAnchor Investors, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion in this Section 3.4. Each of the transactions contemplated hereby. The Investor Anchor Investors and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The Investor, on (a) Each of the one hand, Investors and the Company, on the other hand, will Company shall cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or and the Other Private Placements, other Transaction Documents and to perform the covenants contemplated by this Agreement and the other Transaction Documents; the Investors shall make or file any such applications, notices, petitions or filings required to be performed made by it with Governmental Entities as promptly as practicable, and (ii) in any event not later than the date that is 10 calendar days, after the date of this Agreement; provided, however, that nothing in this Agreement shall obligate the Investors to provide any of their, their Affiliates’ or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information. In furtherance and not in limitation of the foregoing, the Investors will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.2(c)(2)(xii), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement and the other Transaction Documents as a condition precedent to providing such written confirmation, each of the Investors and the Company will cooperate and consult with the other and use all reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall, in the Investors’ sole discretion, adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement and the other Transaction Documents with respect to the Investor, to Investment and/or the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied Company and subject to such confidentiality requests as the Investor may reasonably seekits Affiliates. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each Investors shall use its their reasonable best efforts to promptly obtain or submitobtain, and the Company and the Investor will shall cooperate as may reasonably be requested by the Investor or the Company, as the case may be, Investors and use its reasonable best efforts to help the Investor and the Company Investors promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals or exemptions from Governmental Entities bank regulatory authorities (and, solely with respect including the Investors’ notice to the CompanyFederal Reserve pursuant to the Change in Bank Control Act, as amended, and applicable rules and regulations thereunder and application to the Bankruptcy Court) or third partiesFDIC pursuant to the Depository Institution Management Interlocks Act and applicable rules and regulations thereunder), subject, in each case, to clauses (i) and (ii) for the transactions contemplated by the Transaction Documents. Each of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor Investors and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will shall consult with the other, in each case case, subject to applicable laws relating to the exchange of information and confidential information related information, with respect to the Investor or the Company, all the information (other than confidential information) relating to such the other party, and any of their respective Affiliatessubsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Investors and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering Agreement or by any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderTransaction Document.

Filings; Other Actions. The Investor(a) Each Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to provide evidence of non-control of the Company and the Bank, including executing and delivering to the applicable Governmental Entities passivity and disassociation commitments and commitments not to act in concert with respect to the Company or the Bank (the “Commitments”) in the forms customary for transactions similar to the transaction contemplated hereby, and to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it Agreement, including the Agreements attached as Exhibits hereto and (ii) with respect to the Investoreach Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Notwithstanding the immediately preceding sentence, the Purchaser shall not be required to provide information on its investors solely in their capacities as limited partners or other similar passive equity investors, and shall be entitled to request confidential treatment from any Governmental Entity and not disclose to the Company any information that is confidential and proprietary to the Purchaser. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, documents and other documents instruments and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). The Investor Each Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that (i) no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany any information that is confidential and proprietary to such Purchaser. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicablepracticable in light of the currently anticipated date for bidding on the Target Institution of April 8, 2010. Each party hereto agrees to keep the other party apprised of the status of matters relating referred to completion of in this Section 3.1(a). Each Purchaser shall promptly furnish the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The Investor(a) CapGen, on the one hand, and the Company, on the other hand, will cooperate and consult with the other others and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor CapGen and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor CapGen will cooperate as may reasonably be requested by the Investor CapGen or the Company, as the case may be, to help the Investor CapGen and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC). The Investor CapGen and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the CompanyCapGen, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion in this Section 3.4. Each of the transactions contemplated hereby. The Investor CapGen and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. (a) The Investor, on the one hand, Investors and the Company, on the other hand, Company will cooperate and consult with the each other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the First Closing and the Second Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company Investors promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals approvals, or exemptions from Governmental Entities (andbank regulatory authorities, solely for the transactions contemplated by this Agreement. To the extent required by law, the Investors shall file as promptly as practicable a notice to the Federal Reserve pursuant to the CBC Act with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of transactions contemplated by this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, Agreement and shall cause their respective Affiliates take commercially reasonable actions to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from obtain the non-objection of the Federal Reserve or under the OCCCBC Act, it being understood that failure to obtain such non-objection shall not impose any liability on any Investor. The Investor Investors and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the CompanyInvestors, all the information (other than confidential personal or sensitive information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Investors and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering Agreement or any such document may redact any confidential information contained thereinother Transaction Document. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978Agreement, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require Investors shall not be required to provide any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide materials to the Company any of its, its Affiliates’, its investment advisor’s that it deems private or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderconfidential.

Filings; Other Actions. The (a) Each Anchor Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other others and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the each Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Anchor Investors and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and each of the Investor Anchor Investors will cooperate as may reasonably be requested by the Investor Anchor Investors or the Company, as the case may be, to help the Investor Anchor Investors and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and subject to the following sentence. Notwithstanding the foregoing, in no event shall an Anchor Investor and be required to become a bank holding company, accept any Burdensome Condition with respect to any regulatory filing or approval, including without limitation any condition which could jeopardize or potentially have the effect of jeopardizing (i) the ability of Hampton Roads to accept brokered deposits or (ii) any other investment opportunities (now or hereafter existing) of such Anchor Investor or any of its Affiliates, or be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Common Shares to be purchased by it pursuant to the terms of the Transaction Documents. To the extent that any Anchor Investor files a notice of change in control under the CBCA, such Anchor Investor shall use, and shall cause their respective its Affiliates to use, commercially reasonable best efforts to, to obtain regulatory non-objection to the change in control notice as promptly as possible, respond including without limitation responding fully to all requests for additional information from the Federal Reserve, entering into one or more passivity requirements or rebuttal of control agreements and providing such other non-control and related commitments as the Federal Reserve or may require (in each case, in form and substance reasonably satisfactory to the OCCFederal Reserve) as a condition to approving and accepting such rebuttal of control submission (in each case to the extent it has not done so prior to the date of this Agreement). The Investor Anchor Investors and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the CompanyAnchor Investors, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion in this Section 3.4. Each of the transactions contemplated hereby. The Investor Anchor Investors and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The Investor(a) Each of the Investors and the Company will use its commercially reasonable efforts to take, on the one handor cause to be taken, all actions, and to do, or cause to be done all things necessary, proper or advisable to consummate and make effective, in the Companymost expeditious manner practicable, on the other handtransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (a) all acts reasonably necessary to cause the conditions to Closing to be satisfied; (b) the obtaining of all necessary actions or no actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity; (c) the obtaining of all necessary consents, approvals or waivers from third parties; and (d) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In furtherance of the foregoing, the Investors and the Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied applied, to the extent the Purchaser has such policies, and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.10. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Purchaser, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisor’s or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.10. The Investor Each Purchaser, with respect to itself only, and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.10 or elsewhere in this Agreement shall require to the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978contrary, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity Purchaser shall not be required to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities or financial condition of limited partners, shareholders or non-managing members of the Investor Purchaser or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the Investor holds SEC and other jurisdictions’ securities and blue sky officials and, to the extent applicable, shall cause its placement agent to timely file with FINRA all offering materials required by FINRA Rule 5123. Notwithstanding anything to the contrary in this Section 4.10, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in any restriction or condition that such Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Company will not, without the consent benefits of the Investortransactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement (any such condition or restriction, take a “Burdensome Condition”); for the avoidance of doubt, any actionrequirement to disclose the identities or financial condition of limited partners, directly shareholders or indirectly through non-managing members of such Purchaser or its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The Investor(a) Following the Closing, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all shall execute, deliver and file such further necessary and customary applicationscertificates, notices, petitions, filings agreements and other documents, and to obtain all shall take such other necessary and customary permitsactions as the other party may reasonably request to effect the transactions contemplated by this Agreement or to evidence such events or matters, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance and, and to the extent practicable, each will consult with the other, in each case case, subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, party and any of their respective Affiliates, Affiliates which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Agreement to review any such information relating to the Investorwhich it will be party. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep The Purchaser shall promptly furnish the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other the Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . For the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to avoidance of doubt, none of the contrary herein, nothing contained in this Agreement foregoing obligations shall require the Investor Purchaser or any of its Affiliates to (i) take any action that would result in the Investor Purchaser or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA BHCA or the cross-guaranty liability provisions of the FDI Act, Federal Deposit Insurance Act (the “FDIA”) or that would require any such entity the Purchaser or its Affiliates to register as a savings and loan bank holding company. Furthermore, (ii) take notwithstanding anything in this Section 4.1 or refrain from taking or agree elsewhere in this Agreement to take or refrain from taking any action or suffer the contrary, the Purchaser shall not be required to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor Purchaser or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyadvisors (collectively, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder“Purchaser Confidential Information”).

Filings; Other Actions. The (a) Subject to Section 3.1(e), the Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each Subject to Section 3.1(e), each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). The Subject to Section 3.1(e), the Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder3.1(a).

Filings; Other Actions. The Investor, on (a) Each of the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement. In particular, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submitobtain, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, use its reasonable best efforts to help the Investor and the Company promptly obtain or submit, as the case may beobtain, as promptly as practicable, the approvals and authorizations ofall approvals, any additional filings and registrations withauthorizations, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals consents or exemptions from all necessary Governmental Entities (andEntities, solely with respect to including the CompanyOTS, the Bankruptcy CourtFederal Trade Commission and the Antitrust Division of the Department of Justice, for the transactions contemplated by the Transaction Documents, the Second Purchase and the exercise of any of the Warrants, including, but not limited to, (1) or third partiestogether with any required Affiliate of it, subjectthe entering into, in each case, execution and compliance with a rebuttal of control agreement required by the OTS pursuant to clauses (i) 12 C.F.R. Section 574.100 and (ii2) any approvals (and applicable waiting period) required under the HSR Act. Each of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related information, with respect to the Investor or the Company, all the information (other than confidential information) relating to such the other party, and any of their respective Affiliatessubsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, and to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all Governmental Entities (andthird parties and Bank Regulatory Authorities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investoreach Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental EntitiesBank Regulatory Authorities, as applicable, under the Investorsuch Purchaser’s policies consistently applied and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, documents and other documents instruments and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.12. The Investor and the Company Each party will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) Bank Regulatory Authorities in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that a Purchaser shall not be required to disclose to the Company shall not allow or any other investor in the Other Private Placements Person any information that is confidential and proprietary to review any such information relating to the InvestorPurchaser. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.12. The Investor and the Company Each party shall promptly furnish each the other parties, to the extent permitted by applicable laws law, with copies of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) Bank Regulatory Authorities in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained thereinTransaction Documents. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.12 or elsewhere in this Agreement to the contrary, a Purchaser shall require the Investor or any of its Affiliates not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any Person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities or financial condition of limited partners, shareholders or non-managing members of the Investor such Purchaser or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to obtain the PA Regulatory Approval (if applicable to such Purchaser) and to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivering to the applicable Governmental Entities, if required or advisable, customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyin each case, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.13. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and (other than confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their its respective Affiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to the Investoranother Purchaser. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.13. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained thereintherein or information that cannot be shared under applicable Laws. Notwithstanding anything to the contrary herein, nothing contained in this Agreement Section 4.13, no Purchaser shall require the Investor or be required to perform any of its Affiliates to the above actions if such performance would constitute or could reasonably result in any restriction or condition that (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Actis materially and unreasonably burdensome, or that would require any such entity to register as a savings and loan holding company, (ii) take would materially reduce the benefits of the transactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or refrain from taking restriction been known to it on the date of this Agreement (any such condition or agree restriction, a “Burdensome Condition”); for the avoidance of doubt, any requirement to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including disclose the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor such Purchaser or its Affiliates or their its investment advisors. So long as the Investor holds any securities advisers in violation of the Companysuch Purchaser’s, Affiliate’s or investment advisor’s confidentiality obligations or organizational fund documents shall be deemed a Burdensome Condition; provided, that such Purchaser shall use commercially reasonable efforts to cooperate with the Company will not, without the consent of the Investor, take in engaging with such applicable Governmental Entity regarding any action, directly potential approaches or indirectly through workarounds that would avoid such Burdensome Condition or mitigate its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderimpact so it is no longer a Burdensome Condition.

Filings; Other Actions. The (a) Each Anchor Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other others and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Anchor Investors and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and each of the Investor Anchor Investors will cooperate as may reasonably be requested by the Investor Anchor Investors or the Company, as the case may be, to help the Investor Anchor Investors and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and subject to the following sentence. Notwithstanding the foregoing, in no event shall an Anchor Investor and be required to become a bank holding company, accept any Burdensome Condition with respect to any regulatory filing or approval, including without limitation any condition which could jeopardize or potentially have the effect of jeopardizing (i) the ability of Hampton Roads to accept brokered deposits or (ii) any other investment opportunities (now or hereafter existing) of such Anchor Investor or any of its Affiliates, or be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Common Shares to be purchased by it pursuant to the terms of the Transaction Documents. To the extent that any Anchor Investor files a notice of change in control under the CBCA, such Anchor Investor shall use, and shall cause their respective its Affiliates to use, commercially reasonable best efforts to, to obtain regulatory non-objection to the change in control notice as promptly as possible, respond including without limitation responding fully to all requests for additional information from the Federal Reserve, entering into one or more passivity requirements or rebuttal of control agreements and providing such other non-control and related commitments as the Federal Reserve or may require (in each case, in form and substance reasonably satisfactory to the OCCFederal Reserve) as a condition to approving and accepting such rebuttal of control submission (in each case to the extent it has not done so prior to the date of this Agreement). The Investor Anchor Investors and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the CompanyAnchor Investors, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party of the parties hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion in this Section 3.4. Each of the transactions contemplated hereby. The Investor Anchor Investors and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekhereby. Each of the parties hereto party shall execute and deliver deliver, both before and after the Closing Closing, such further certificates, agreements and other documents documents, and shall take such other actions as the other parties party may reasonably request to consummate or implement such transactions contemplated by this Agreement or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance and, and to the extent practicable, each will consult with the other, in each case case, subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, party and any of their respective Affiliates, Affiliates which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Agreement to review any such information relating to the Investorwhich it will be party. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of the matters relating referred to completion of in this Section 3.3. Investor shall promptly furnish the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other the Investor, to the extent permitted by applicable laws Law, with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . For the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to avoidance of doubt, none of the contrary herein, nothing contained in this Agreement foregoing obligations shall require the Investor or any of its Affiliates to (i) take any action that would (i) result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA BHCA or the cross-guaranty liability provisions of the FDI Act, (ii) require Investor or that would require any such entity its Affiliates to register as a savings and loan bank holding company, or (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a the imposition of any Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderCondition.

Filings; Other Actions. (a) The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorTransaction Documents, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekin each case required of it. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderSection 3.3(b).

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, as promptly as practicable, but no event later than five (5) days of the date hereof, to effect all necessary and customary applications, notices, petitions, filings and other documents, to promptly obtain the Bank Regulatory Approvals (if applicable to such Purchaser) and to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivering to the applicable Governmental Entities, if required or advisable, customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyin each case, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.13. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and (other than confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their its respective Affiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to the Investoranother Purchaser. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.13. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained thereintherein or information that cannot be shared under applicable Laws. Notwithstanding anything to the contrary herein, nothing contained in this Agreement Section 4.13, no Purchaser shall require the Investor or be required to perform any of its Affiliates to the above actions if such performance would constitute or could reasonably result in any restriction or condition that (i) take any action that is materially and unreasonably burdensome, (ii) would result in materially reduce the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes benefits of the Change in Bank Control Act transactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Actthis Agreement, or that (iii) would require any such entity Person or group of Persons to register as a savings and loan bank holding companycompany under the BHCA (any such condition or restriction, (ii) take or refrain from taking or agree a “Burdensome Condition”); for the avoidance of doubt, any requirement to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including disclose the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor such Purchaser or its Affiliates or their its investment advisors. So long as the Investor holds any securities advisers in violation of the Companysuch Purchaser’s, Affiliate’s or investment advisor’s confidentiality obligations or organizational fund documents shall be deemed a Burdensome Condition; provided, that such Purchaser shall use commercially reasonable efforts to cooperate with the Company will not, without the consent of the Investor, take in engaging with such applicable Governmental Entity regarding any action, directly potential approaches or indirectly through workarounds that would avoid such Burdensome Condition or mitigate its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderimpact so it is no longer a Burdensome Condition.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied applied, to the extent the Purchaser has such policies, and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Purchaser, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.16. The Investor Each Purchaser, with respect to itself only, and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement shall require to the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978contrary, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity Purchaser shall not be required to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor Purchaser or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the Investor holds SEC and other jurisdictions’ securities and blue sky officials and, to the extent applicable, shall cause the Placement Agent to timely file with FINRA all offering materials required by FINRA Rule 5123. Notwithstanding anything to the contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Company, the Company will not, without the consent of the Investor, take above actions if such performance would constitute or could reasonably result in any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderBurdensome Condition.

Filings; Other Actions. The Investor, on the one hand, Purchaser and the Company, on the other hand, Bank will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documentsdocuments as requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied applied, to the extent the Purchaser has such policies, and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.14. The Investor Purchaser and the Company Bank will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto agrees The Purchaser and the Bank agree to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.14. The Investor Purchaser and the Company Bank shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.14 or elsewhere in this Agreement shall require to the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978contrary, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity Purchaser shall not be required to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company Bank any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor Purchaser or its Affiliates or their investment advisors. So long as Notwithstanding anything to the Investor holds contrary in this Section 4.14, the Purchaser shall not be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in any restriction or condition that the Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Company will not, without the consent benefits of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, transactions contemplated hereby to the Purchaser to such a degree that the Board Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of Directors believes in good faith would reasonably be expected this Agreement (any such condition or restriction, a “Burdensome Condition”); for the avoidance of doubt, any requirement to cause disclose the Investor to be subject to transfer restrictions identities or other covenants financial condition of limited partners, shareholders, or non- managing members of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as Purchaser or its Affiliates or its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by the Purchaser in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivering to the applicable Governmental Entities, if required or advisable, customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investora Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied applied, to the extent such Purchaser has such policies, and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and (other than confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their its respective Affiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.16. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained thereintherein or information that cannot be shared under applicable Laws. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement to the contrary, no Purchaser shall require the Investor or any of its Affiliates be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any Person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor such Purchaser or its Affiliates or their investment advisors. So long as Notwithstanding anything to the Investor holds contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in any restriction or condition that such Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Company will not, without the consent benefits of the Investortransactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement (any such condition or restriction, take a “Burdensome Condition”); for the avoidance of doubt, any actionrequirement to disclose the identities or financial condition of limited partners, directly shareholders, or indirectly through non-managing members of such Purchaser or its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivering to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investora Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied applied, to the extent such Purchaser has such policies, and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and (other than confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their its respective Affiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.16. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained thereintherein or information that cannot be shared under applicable Laws. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement to the contrary, no Purchaser shall require the Investor or any of its Affiliates be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any Person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor such Purchaser or its Affiliates or their investment advisors. So long as Notwithstanding anything to the Investor holds contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Company, the Company will not, without the consent of the Investor, take above actions if such performance would constitute or could reasonably result in any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderBurdensome Condition.

Filings; Other Actions. The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and subject to the following sentence. Notwithstanding the foregoing, in no event shall the Investor and be required to become a bank holding company, be required to agree to provide capital to the Company shall useor any Company Subsidiary thereof other than the Purchase Price to be paid for the Securities to be purchased by it pursuant to the terms of the Transaction Documents, and shall cause their respective Affiliates or be required to use, reasonable best efforts to, as promptly as possible, respond fully agree to all requests for additional information from any Burdensome Condition. To the extent required by the Federal Reserve Reserve, the Investor shall enter into one or more Passivity Commitments not more restrictive in any material respect than in the OCC. form attached hereto as Exhibit B. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the CompanyInvestor, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as reasonably practicable. Each party of the parties hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion in this Section 3.2. Each of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.;

Filings; Other Actions. (a) The Investor, on the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesexpiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek, but only to the extent that the Company may comply with such requests under applicable laws, rules and regulations. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). The Investor and In particular, the Company will each use its commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals approvals, or exemptions from Governmental Entities (andbank regulatory authorities, solely with respect for the transactions contemplated by this Agreement. Notwithstanding anything herein to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if requiredcontrary, the Investor and its Affiliates are not subject to any covenant or agreement under this Agreement to file any application or notice under the Company shall make all necessary applications, notices, petitions, filings and other documents BHC Act in connection with any of the Required Approvals transactions contemplated hereby. To the extent required by the Federal Reserve, the Investor shall enter into one or more passivity agreements not more restrictive in any material respect than in the form attached hereto as Exhibit E. The Company shall use, and cause its Affiliates to use, commercially reasonable efforts to obtain all approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall usein connection with the transactions contemplated by the Transaction Documents, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond including responding fully to all requests for additional information from the Board of Governors of the Federal Reserve or System (the OCC“Federal Reserve”), the FDIC and the Michigan Department of Insurance and Financial Services (the “MDIF”). The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Investor to review any such information relating to the Investor, except to the extent that any such information is disclosed or is required to be disclosed under any applicable laws, rules or regulations. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.1 or elsewhere in this Agreement shall require to the contrary, the Investor or any of its Affiliates shall not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyadvisors (collectively, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the “Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderConfidential Information”).

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivering to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investora Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied applied, to the extent such Purchaser has such policies, and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and (other than confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their its respective Affiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.16. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained thereintherein or information that cannot be shared under applicable Laws. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement to the contrary, no Purchaser shall require the Investor or any of its Affiliates be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any Person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor such Purchaser or its Affiliates or their investment advisors. So long as Notwithstanding anything to the Investor holds contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in any restriction or condition that such Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Company will not, without the consent benefits of the Investortransactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement (any such condition or restriction, take a “Burdensome Condition”); for the avoidance of doubt, any actionrequirement to disclose the identities or financial condition of limited partners, directly shareholders, or indirectly through non-managing members of such Purchaser or its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The Investor, on (a) Each of the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement Agreement, it being agreed that the Investor shall make or file any such applications, notices, petitions or filings required to be performed made by it with Governmental Entities in connection with the transactions contemplated by this Agreement as promptly as practicable, and (ii) in any event not later than the date that is 15 calendar days, after the date of this Agreement. In furtherance and not in limitation of the foregoing, the Investor will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.2(c)(2)(v), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement as a condition precedent to providing such written confirmation, each of the Investor and the Company will cooperate and consult with the other and use reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall materially and adversely affect the economic, accounting or governance aspects of the transactions contemplated by this Agreement with respect to either party or require the Investor, to approval of the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the InvestorCompany’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekshareholders. Each of the parties hereto party shall execute and deliver both before and after the First Closing and the Second Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submitobtain, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, and use its reasonable best efforts to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals or exemptions from Governmental Entities (andbank regulatory authorities, solely with respect to for the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) transactions contemplated by this Agreement. Each of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related information, with respect to the Investor or the Company, all the information (other than confidential information) relating to such the other party, and any of their respective Affiliatessubsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The (a) Each Investor, with respect to itself only, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entities, including executing and delivering to the applicable Governmental Entities customary passivity commitments, disassociation commitments and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it it, and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied applied, to the extent the Investor has such policies, and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.3(a). The Investor Each Investor, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Investor, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Investor shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Investor and (ii) an Investor shall not be required to disclose to the InvestorCompany or any other Investor any information that is confidential and proprietary to such Investor or its Affiliates. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Investor, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 3.3. The Investor Each Investor, with respect to itself only, and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.3 or elsewhere in this Agreement shall require to the contrary, the Investor or any of its Affiliates shall not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities or financial condition of limited partners, shareholders or non-managing members of the Investor or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the SEC and other jurisdictions’ securities and blue sky officials and, to the extent applicable, shall cause its placement agents to timely file with FINRA all offering materials required by FINRA Rule 5123. Notwithstanding anything in the contrary in this Section 3.3, no Investor holds shall be required to perform any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly above actions if such performance would constitute or indirectly through its subsidiaries or otherwise, that the Board of Directors believes could reasonably result in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereundera Burdensome Condition.

Filings; Other Actions. The Investor(a) Following the Closing, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all shall execute, deliver and file such further necessary and customary applicationscertificates, notices, petitions, filings agreements and other documents, and to obtain all shall take such other necessary and customary permitsactions as the other party may reasonably request to effect the transactions contemplated by this Agreement or to evidence such events or matters, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance and, and to the extent practicable, each will consult with the other, in each case case, subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, party and any of their respective Affiliates, Affiliates which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Agreement to review any such information relating to the Investorwhich it will be party. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep The Purchaser shall promptly furnish the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other the Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . For the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to avoidance of doubt, none of the contrary herein, nothing contained in this Agreement foregoing obligations shall require the Investor Purchaser or any of its Affiliates to (i) take any action that would result in the Investor Purchaser or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA BHCA or the cross-guaranty liability provisions of the FDI Act, Federal Deposit Insurance Act (the “FDIA”) or that would require any such entity the Purchaser or its Affiliates to register as a savings and loan bank holding company. Furthermore, (ii) take notwithstanding anything in this Section 4.1 #4776785.2 or refrain from taking or agree elsewhere in this Agreement to take or refrain from taking any action or suffer the contrary, the Purchaser shall not be required to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor Purchaser or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyadvisors (collectively, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder“Purchaser Confidential Information”).

Filings; Other Actions. (a) The Investor, on the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesexpiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek, but only to the extent that the Company may comply with such requests under applicable laws, rules and regulations. Each of the parties hereto party shall execute and deliver both before and after the Closing Closings such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). The Investor and In particular, the Company will each use its commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals approvals, or exemptions from Governmental Entities (andbank regulatory authorities, solely with respect for the transactions contemplated by this Agreement. Notwithstanding anything herein to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if requiredcontrary, the Investor and its Affiliates are not subject to any covenant or agreement under this Agreement to file any application or notice under the Company shall make all necessary applications, notices, petitions, filings and other documents BHC Act in connection with any of the Required Approvals transactions contemplated hereby. To the extent required by the Federal Reserve, the Investor shall enter into one or more passivity agreements not more restrictive in any material respect than in the form attached hereto as Exhibit E. The Company shall use, and cause its Affiliates to use, commercially reasonable efforts to obtain all approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall usein connection with the transactions contemplated by the Transaction Documents, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond including responding fully to all requests for additional information from the Board of Governors of the Federal Reserve or System (the OCC“Federal Reserve”), the FDIC and the Michigan Department of Insurance and Financial Services (the “MDIF”). The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Investor to review any such information relating to the Investor, except to the extent that any such information is disclosed or is required to be disclosed under any applicable laws, rules or regulations. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.1 or elsewhere in this Agreement shall require to the contrary, the Investor or any of its Affiliates shall not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyadvisors (collectively, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the “Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderConfidential Information”).

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied applied, to the extent the Purchaser has such policies, and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Purchaser, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.16. The Investor Each Purchaser, with respect to itself only, and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement shall require to the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978contrary, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity Purchaser shall not be required to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor Purchaser or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the Investor holds SEC and other jurisdictions’ securities and blue sky officials and, to the extent applicable, shall cause the Placement Agent to timely file with FINRA all offering materials required by FINRA Rule 5123. Notwithstanding anything to the contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in any restriction or condition that such Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Company will not, without the consent benefits of the Investortransactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement (any such condition or restriction, take a “Burdensome Condition”); for the avoidance of doubt, any actionrequirement to disclose the identities or financial condition of limited partners, directly shareholders, or indirectly through non-managing members of such Purchaser or its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.its sole discretion. Exhibit 10.1

Filings; Other Actions. The Investor(a) Following the Closing, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all shall execute, deliver and file such further necessary and customary applicationscertificates, notices, petitions, filings agreements and other documents, and to obtain all shall take such other necessary and customary permitsactions as the other party may reasonably request to effect the transactions contemplated by this Agreement or to evidence such events or matters, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance and, and to the extent practicable, each will consult with the other, in each case case, subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, party and any of their respective Affiliates, Affiliates which appears in any filing made with, or written materials submitted to, any third party or any #4776758.4 Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Agreement to review any such information relating to the Investorwhich it will be party. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep The Purchaser shall promptly furnish the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other the Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . For the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to avoidance of doubt, none of the contrary herein, nothing contained in this Agreement foregoing obligations shall require the Investor Purchaser or any of its Affiliates to (i) take any action that would result in the Investor Purchaser or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA BHCA or the cross-guaranty liability provisions of the FDI Act, Federal Deposit Insurance Act (the “FDIA”) or that would require any such entity the Purchaser or its Affiliates to register as a savings and loan bank holding company. Furthermore, (ii) take notwithstanding anything in this Section 4.1 or refrain from taking or agree elsewhere in this Agreement to take or refrain from taking any action or suffer the contrary, the Purchaser shall not be required to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor Purchaser or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyadvisors (collectively, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder“Purchaser Confidential Information”).

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, to the extent requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investoreach Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investor’s such Purchaser's policies consistently applied or practices, and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.16. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Purchaser, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.16. The Investor Each Purchaser, with respect to itself only, and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.16 or elsewhere in this Agreement shall require to the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978contrary, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity Purchaser shall not be required to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’', its investment advisor’s advisors' or its or their control persons’ ' or equity holders’ ' nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor Purchaser or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the Investor holds SEC and other jurisdictions' securities and blue sky officials. Notwithstanding anything to the contrary in this Section 4.16, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in a Burdensome Condition; for the avoidance of doubt, any requirement to disclose the Company will notidentities or financial condition of limited partners, without the consent shareholders, or non-managing members of the Investor, take any action, directly such Purchaser or indirectly through its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), and subject to the following sentence. Notwithstanding the foregoing, in no event shall the Investor and be required to become a bank holding company, be required to agree to provide capital to the Company shall useor any Company Subsidiary thereof other than the Purchase Price to be paid for the Securities to be purchased by it pursuant to the terms of the Transaction Documents, and shall cause their respective Affiliates or be required to use, reasonable best efforts to, as promptly as possible, respond fully agree to all requests for additional information from any Burdensome Condition. To the extent required by the Federal Reserve Reserve, the Investor shall enter into one or more Passivity Commitments not more restrictive in any material respect than in the OCC. form attached hereto as Exhibit B. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and confidential information related to the Investor or the CompanyInvestor, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as reasonably practicable. Each party of the parties hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion in this Section 3.2. Each of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The Investor(a) Following the Closing, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all shall execute, deliver and file such further necessary and customary applicationscertificates, notices, petitions, filings agreements and other documents, and shall take such other actions as the other party may reasonably request to obtain all necessary and customary permitseffect the transactions contemplated by this Agreement or to evidence such events or matters, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance and, and to the extent practicable, each will consult with the other, in each case case, subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, party and any of their respective Affiliates, Affiliates which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Agreement to review any such information relating to the Investorwhich it will be party. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep The Purchaser shall promptly furnish the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other the Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . For the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to avoidance of doubt, none of the contrary herein, nothing contained in this Agreement foregoing obligations shall require the Investor Purchaser or any of its Affiliates to (i) take any action that would result in the Investor Purchaser or any of its Affiliates being deemed to #4770665.4 control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA BHCA or the cross-guaranty liability provisions of the FDI Act, Federal Deposit Insurance Act (the “FDIA”) or that would require any such entity the Purchaser or its Affiliates to register as a savings and loan bank holding company. Furthermore, (ii) take notwithstanding anything in this Section 4.1 or refrain from taking or agree elsewhere in this Agreement to take or refrain from taking any action or suffer the contrary, the Purchaser shall not be required to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor Purchaser or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyadvisors (collectively, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder“Purchaser Confidential Information”).

Filings; Other Actions. (a) The Investor, on the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesexpiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seek. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents document, including any changes, revisions or amendment to this Agreement, and take such other actions as the other parties party and any applicable Governmental Entity may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clause (iii) of Section 1.2(b)(3) and clauses (i) and (ii) of the first sentence of this Section 3.13.1(a). Notwithstanding anything herein to the contrary, the Investor and its Affiliates are not subject to any covenant or agreement under this Agreement to file any application or notice under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) or the Change of Bank Control Act of 1978, as amended (the “CBCA”), in connection with any of the transactions contemplated hereby. The Investor Investor, with respect to itself only, on the one hand, and the Company Company, on the other hand, will each cooperate and consult with the other and use its their commercially reasonable best efforts to promptly obtain or submitprovide all necessary and customary information and data, to prepare and file all necessary and customary documentation, and to provide evidence of non-control of the Company and the Investor will cooperate as may reasonably be requested by the Investor or the CompanyBank, as the case may be, to help the Investor including executing and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, delivering to the extent required by lawsapplicable Governmental Authorities passivity commitments, rulesdisassociation commitments and commitments not to act in concert, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, Company or the Bankruptcy CourtBank (the “Commitments”) in a form not more restrictive in any material respect than in the form attached hereto as Exhibit E or third parties, subjectin the form customary for transactions similar to those contemplated by this Agreement, in each case, necessary or advisable to clauses (i) consummate the transactions contemplated by this Agreement, and (ii) of the first sentence of this Section 3.1to perform their respective covenants herein. In furtherance of the foregoing, if required, the Investor and the The Company shall make use, and cause its Affiliates to use, commercially reasonable efforts to obtain all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals approvals required to be obtained by itthe Company, not later than five (5) business days following if any, in connection with the date of this Agreementtransactions contemplated by the Transaction Documents, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond including responding fully to all requests for additional information from the Federal Reserve or Reserve, the OCCFDIC and Ohio Division. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Investor to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 3.1 or elsewhere in this Agreement shall require to the contrary, the Investor or any of its Affiliates shall not be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyadvisors (collectively, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the “Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderConfidential Information”).

Filings; Other Actions. The InvestorPurchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andAuthorities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) Authority in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.1. The Investor Purchaser shall promptly furnish the Company, and the Company shall promptly furnish each other the Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) Authority in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The InvestorPromptly after the date hereof, each of the Purchasers, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting period, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to Agreement; provided that all expenses associated with any of the foregoing shall be performed by it and (ii) with respect to the Investor, to the extent typically provided borne by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekCompany. Each of the parties hereto party shall execute and deliver both before and after the each Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchasers and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the otherothers, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as reasonably practicable. Each party hereto agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.1. Each Purchaser shall promptly furnish the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.promptly

Filings; Other Actions. (a) The Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other others and use commercially reasonable best efforts to prepare and file as promptly as practicable all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed the Transaction Documents, in each case required by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekit. Each of the parties hereto shall execute and deliver both before and after the each Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsLaw, consents, approvals or exemptions from Governmental Entities bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, the Bankruptcy Court) or third parties, subject, in each case, extent it has not done so prior to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement), subject to the following sentence. Notwithstanding the foregoing, in no event shall the Investor be required to accept any Burdensome Condition with respect to any regulatory filing or approval, including without limitation any condition which could jeopardize or potentially have the effect of jeopardizing (i) the ability of the Bank to accept brokered deposits or (ii) any other investment opportunities (now or hereafter existing) of the Investor or any of its Affiliates, or be required to agree to provide capital to the Company or any Company Subsidiary thereof other than the Purchase Price to be paid for the Common Shares to be purchased by it pursuant to the terms of the Transaction Documents. Except as otherwise provided by Law, the Company and the Bank will allow the Investor and the Investor will allow the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right Bank to review in advance, and to the extent practicablecomment on, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow parties may redact any other investor in the Other Private Placements to review confidential information contained therein, including, without limitation, any such biographical and financial information relating to the members of the Investor. In exercising the foregoing rightExcept as otherwise provided by Law, including without limitation, 12 C.F.R. Section 510.5, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party parties apprised of the status of matters relating referred to completion of in this Section 3.4. Except as otherwise provided by Law, including without limitation, 12 C.F.R. Section 510.5, the transactions contemplated hereby. The Investor and the Company parties hereto shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their Affiliates any Affiliate from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreementthe Transaction Documents; provided provided, that the party delivering any such document parties may redact any confidential information contained therein. Notwithstanding anything , including, without limitation, any biographical and financial information relating to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.

Filings; Other Actions. The Investor(a) Following the Closing, the Purchaser, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all shall execute, deliver and file such further necessary and customary applicationscertificates, notices, petitions, filings agreements and other documents, and to obtain all shall take such other necessary and customary permitsactions as the other party may reasonably request to effect the transactions contemplated by this Agreement or to evidence such events or matters, consents, orders, approvals and authorizations of, or exemptions from, all Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the InvestorPurchaser, to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor Purchaser and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advanceadvance and, and to the extent practicable, each will consult with the other, in each case case, subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, party and any of their respective Affiliates, Affiliates which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements Agreement to review any such information relating to the Investorwhich it will be party. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep The Purchaser shall promptly furnish the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor Company, and the Company shall promptly furnish each other the Purchaser, to the extent permitted by applicable laws law, with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that . For the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to avoidance of doubt, none of the contrary herein, nothing contained in this Agreement foregoing obligations shall require the Investor Purchaser or any of its Affiliates to (i) take any action that would result in the Investor Purchaser or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA BHCA or the cross-guaranty liability provisions #4776769.2 of the FDI Act, Federal Deposit Insurance Act (the “FDIA”) or that would require any such entity the Purchaser or its Affiliates to register as a savings and loan bank holding company. Furthermore, (ii) take notwithstanding anything in this Section 4.1 or refrain from taking or agree elsewhere in this Agreement to take or refrain from taking any action or suffer the contrary, the Purchaser shall not be required to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor Purchaser or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Companyadvisors (collectively, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder“Purchaser Confidential Information”).

Filings; Other Actions. The From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 7.1, the Investor, on the one hand, and the Company, on the other hand, will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to and the Companyexpiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the Investment and the other transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company parties hereto will each use its respective reasonable best efforts to promptly obtain or submit, and each of the Company and the Investor parties hereto will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, other party to help the Investor and the Company such party promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to andor expiration or termination of any applicable waiting period, to the extent required by laws, rules, regulations, consents, approvals under any applicable competition or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCCmerger control Legal Requirements. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Legal Requirements relating to the exchange of information and confidential information related to the Investor or the Companyinformation, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.7. The Investor and the Company shall promptly furnish each the other to the extent permitted by applicable laws with copies of written communications received by them it or their Affiliates its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the Investment and the other transactions contemplated by this Agreement (other than any portions thereof that relate to confidential matters). From the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to Section 7.1, each of the Company and the Investor shall promptly notify the other in writing of any pending or, to the knowledge of the Investor or the Company (as the case may be), threatened action, suit, arbitration or other proceeding or investigation by any Governmental Entity or any other person (i) challenging or seeking material damages in connection with the Investment or the other transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take seeking to restrain or refrain from taking prohibit the consummation of the Investment or agree the other transactions contemplated by this Agreement. The Company shall give the Investor the opportunity to take consult with the Company regarding the defense or refrain from taking settlement of any stockholder litigation and shall consider the Investor's views with respect to such stockholder litigation. Notwithstanding the foregoing, the Company shall not be required to provide any notice or information to Parent the provision of which the Company in good faith determines may adversely affect the Company's or any other person's attorney client or other privilege with respect to such information. If any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity challenging the Investment or the other transactions contemplated by this Agreement as violative of any applicable Legal Requirement, each of the Company and the Investor shall, and shall cause their respective Affiliates to, cooperate and use their reasonable best efforts to contest and resist, except insofar as the Company and the Investor may otherwise agree, any such action or proceeding, including any action or suffer to exist any condition, limitation, restriction proceeding that seeks a temporary restraining order or requirement preliminary injunction that would result in a Burdensome Condition prohibit, prevent or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members restrict consummation of the Investor Investment or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereundertransactions contemplated by this Agreement.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, as requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investora Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied applied, to the extent such Purchaser has such policies, and subject to such confidentiality requests as the Investor such Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.15. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information and (other than confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, Purchaser and any of their its respective Affiliates), which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees agree to act reasonably and as promptly as practicable. Each party hereto agrees Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agree to keep the each other party reasonably apprised of the status of matters relating referred to completion of in this Section 4.15. Each Purchaser, with respect to itself only, on the transactions contemplated hereby. The Investor one hand, and the Company Company, on the other hand, shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.15 or elsewhere in this Agreement to the contrary, no Purchaser shall require the Investor or any of its Affiliates be required to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any Person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor such Purchaser or its Affiliates or their investment advisors. So long as Notwithstanding anything to the Investor holds contrary in this Section 4.15, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in any restriction or condition that such Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Company will not, without the consent benefits of the Investortransactions contemplated hereby to such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or restriction been known to it on the date of this Agreement (any such condition or restriction, take a “Burdensome Condition”); for the avoidance of doubt, any actionrequirement to disclose the identities or financial condition of limited partners, directly shareholders, or indirectly through non-managing members of such Purchaser or its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The Investor, on (a) Each of the one hand, Investor and the Company, on the other hand, will Company shall cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or and the Other Private Placements, other Transaction Documents and to perform the covenants contemplated by this Agreement and the other Transaction Documents; the Investor shall make or file any such applications, notices, petitions or filings required to be performed made by it with Governmental Entities as promptly as practicable, and (ii) in any event not later than the date that is 10 calendar days, after the date of this Agreement; provided, however, that nothing in this Agreement shall obligate the Investor to provide any of its, its Affiliates’ or its control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information. In furtherance and not in limitation of the foregoing, the Investor will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.2(c)(2)(xii), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement and the other Transaction Documents as a condition precedent to providing such written confirmation, each of the Investor and the Company will cooperate and consult with the other and use all reasonable efforts to make such changes, subject to Section 4.12; provided that no such changes shall, in the Investor’s sole discretion, adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement and the other Transaction Documents with respect to the Investor, to Investment and/or the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied Company and subject to such confidentiality requests as the Investor may reasonably seekits Affiliates. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each shall use its reasonable best efforts to promptly obtain or submitobtain, and the Company and the Investor will shall cooperate as may reasonably be requested by the Investor or the Company, as the case may be, and use its reasonable best efforts to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals or exemptions from Governmental Entities bank regulatory authorities (and, solely with respect including the Investor’s notice to the CompanyFederal Reserve pursuant to the Change in Bank Control Act, as amended, and applicable rules and regulations thereunder and application to the Bankruptcy Court) or third partiesFDIC pursuant to the Depository Institution Management Interlocks Act and applicable rules and regulations thereunder), subject, in each case, to clauses (i) and (ii) for the transactions contemplated by the Transaction Documents. Each of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will shall consult with the other, in each case case, subject to applicable laws relating to the exchange of information and confidential information related information, with respect to the Investor or the Company, all the information (other than confidential information) relating to such the other party, and any of their respective Affiliatessubsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering Agreement or by any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderTransaction Document.

Filings; Other Actions. The InvestorEach Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, will reasonably cooperate and consult with the other and use commercially reasonable best efforts to provide all necessary and customary information and data, to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, to provide evidence of non-control of the Company and the Bank, to the extent requested by the applicable Governmental Entity, including executing and delivery to the applicable Governmental Entities customary passivity commitments, disassociation commitments, and commitments not to act in concert, with respect to the Company or the Bank, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Company, the Bankruptcy Court) and third partiesin each case, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsAgreement, and to perform the covenants contemplated by this Agreement to be performed Agreement, in each case required by it it, and (ii) with respect to the Investoreach Purchaser, to the extent typically provided by the Investor such Purchaser to such third parties or Governmental Entities, as applicable, under the Investorsuch Purchaser’s policies consistently applied or practices, and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.15. The Investor Each Purchaser, with respect to itself only, and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Companysuch Purchaser, all the information (other than confidential information) relating to such other partyparties, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions to which it will be party contemplated by this Agreement; providedprovided that (i) for the avoidance of doubt, however, that no Purchaser shall have the Company shall not allow any other investor in the Other Private Placements right to review any such information relating to another Purchaser and (ii) a Purchaser shall not be required to disclose to the InvestorCompany or any other Purchaser any information that is confidential and proprietary to such Purchaser, its Affiliates, its investment advisors, or its or their control persons or equity holders. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto Purchaser, with respect to itself only, on the one hand, and the Company, on the other hand, agrees to keep the other party reasonably apprised of the status of matters relating referred to completion of the transactions contemplated herebyin this Section 4.15. The Investor Each Purchaser, with respect to itself only, and the Company shall promptly furnish each other the other, to the extent permitted by applicable laws law, with copies of written communications received by them it or their its Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided provided, that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Section 4.15 or elsewhere in this Agreement shall require to the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978contrary, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity Purchaser shall not be required to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal personal, or otherwise confidential information including the identities or financial condition of limited partners, shareholders shareholders, or non-managing members of the Investor Purchaser or its Affiliates or their investment advisors. So long as The Company shall file Form Ds timely with the Investor holds Commission and other jurisdictions’ securities and blue sky officials. Notwithstanding anything to the contrary in this Section 4.15, no Purchaser shall be required to perform any securities of the Companyabove actions if such performance would constitute or could reasonably result in a Burdensome Condition; for the avoidance of doubt, any requirement to disclose the Company will notidentities or financial condition of limited partners, without the consent shareholders, or non-managing members of the Investor, take any action, directly such Purchaser or indirectly through its subsidiaries Affiliates or otherwise, that the Board of Directors believes its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderits sole discretion.

Filings; Other Actions. The Investor, on (a) Each of the one hand, Investor and the Company, on the other hand, Company will cooperate and consult with the other and use reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or and the Other Private Placementsother Transaction Documents, and to perform the covenants contemplated by this Agreement and the other Transaction Documents, it being agreed that the Investor shall make or file any such applications, notices, petitions or filings required to be performed made by it with Governmental Entities in connection with the transactions contemplated by this Agreement and (ii) the other Transaction Documents as promptly as practicable, and in any event not later than the date that is 30 calendar days, after the date of this Agreement. In furtherance and not in limitation of the foregoing, the Investor will use reasonable best efforts to seek and obtain the written confirmation described in Section 1.2(c)(2)(v), and in the event that the Federal Reserve demands changes to the structure of the transactions contemplated by this Agreement and the other Transaction Documents as a condition precedent to providing such written confirmation, each of the Investor and the Company will cooperate and consult with the other and use reasonable efforts to make such changes, subject to Section 4.15; provided that no such changes shall materially and adversely affect the economic and accounting aspects of the transactions contemplated by this Agreement and the other Transaction Documents with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekeither party. Each of the parties hereto party shall execute and deliver both before and after the First Closing and the Second Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submitobtain, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, and use its reasonable best efforts to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, or expiration or termination of any applicable waiting period, under the HSR Act or competition or merger control laws of other jurisdictions, all notices to and, to the extent required by laws, rules, regulationsapplicable law or regulation, consents, approvals or exemptions from Governmental Entities (andbank regulatory authorities, solely with respect to for the Company, transactions contemplated by the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) Transaction Documents. Each of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related information, with respect to the Investor or the Company, all the information (other than confidential information) relating to such the other party, and any of their respective Affiliatessubsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering Agreement or by any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunderTransaction Document.

Filings; Other Actions. (a) The Investor, on the one hand, Purchaser and the Company, on the other hand, Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings and other documents, and to obtain all the Shareholder Approvals and any other necessary and customary permits, consents, orders, approvals and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) and third partiesEntities, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private PlacementsTransaction Documents, and to perform the covenants contemplated by this Agreement to be performed by it the Transaction Documents, in each case required of it, and (ii) with respect to the InvestorPurchaser, only to the extent typically provided by the Investor Purchaser to such third parties or Governmental Entities, as applicable, under the InvestorPurchaser’s policies consistently applied and subject to such confidentiality requests as the Investor Purchaser may reasonably seek. Each of the parties hereto shall execute and deliver both before and after the Closing such further certificates, agreements and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.14.13(a). The Investor Purchaser and the Company will each use its their commercially reasonable best efforts to promptly obtain or submit, and the Company and the Investor Purchaser will cooperate as may reasonably be requested by the Investor Purchaser or the Company, as the case may be, to help the Investor Purchaser and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulationslaw, consents, approvals or exemptions from Governmental Entities bank holding company and bank regulatory authorities, for the transactions contemplated by the Transaction Documents (and, solely with respect in each case to the Company, extent it has not done so prior to the Bankruptcy Court) or third partiesdate of this Agreement), subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder4.13(a).

Filings; Other Actions. The Investor(a) Each of the Investor and the Company will use its commercially reasonable efforts to take, on the one handor cause to be taken, all actions, and to do, or cause to be done all things necessary, proper or advisable to consummate and make effective, in the Companymost expeditious manner practicable, on the other handtransactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (a) all acts reasonably necessary to cause the conditions to Closing to be satisfied; (b) the obtaining of all necessary actions or no actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity; (c) the obtaining of all necessary consents, approvals or waivers from third parties; and (d) executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In furtherance of the foregoing, the Investor and the Company will cooperate and consult with the each other and use commercially reasonable best efforts to prepare and file all necessary and customary documentation, to effect all necessary and customary applications, notices, petitions, filings filings, and other documents, and to obtain all necessary and customary permits, consents, orders, approvals approvals, and authorizations of, or exemptions fromany exemption by, all third parties and Governmental Entities (andEntities, solely with respect to the Companyand expiration or termination of any applicable waiting periods, the Bankruptcy Court) and third parties, (i) necessary or advisable to consummate the transactions contemplated by this Agreement (including all transactions that are conditions to Closing hereunder) or the Other Private Placements, and to perform the covenants contemplated by this Agreement to be performed by it and (ii) with respect to the Investor, to the extent typically provided by the Investor to such third parties or Governmental Entities, as applicable, under the Investor’s policies consistently applied and subject to such confidentiality requests as the Investor may reasonably seekAgreement. Each of the parties hereto party shall execute and deliver both before and after the Closing such further certificates, agreements agreements, and other documents and take such other actions as the other parties party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. The Investor and the Company will each use its reasonable best efforts to promptly obtain or submit, and the Company and the Investor will cooperate as may reasonably be requested by the Investor or the Company, as the case may be, to help the Investor and the Company promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, any additional filings and registrations with, and any additional notifications to, all notices to and, to the extent required by laws, rules, regulations, consents, approvals or exemptions from Governmental Entities (and, solely with respect to the Company, the Bankruptcy Court) or third parties, subject, in each case, to clauses (i) and (ii) of the first sentence of this Section 3.1. In furtherance of the foregoing, if required, the Investor and the Company shall make all necessary applications, notices, petitions, filings and other documents in connection with the Required Approvals required to be obtained by it, not later than five (5) business days following the date of this Agreement, and the Investor and the Company shall use, and shall cause their respective Affiliates to use, reasonable best efforts to, as promptly as possible, respond fully to all requests for additional information from the Federal Reserve or the OCC. The Investor and the Company will each have the right to review in advance, and to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information and confidential information related to the Investor or the Company, all the information (other than confidential information) relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity (other than public filings with the Bankruptcy Court) in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any other investor in the Other Private Placements to review any such information relating to the Investor. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby. The Investor and the Company shall promptly furnish each other to the extent permitted by applicable laws with copies of written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity (other than public filings with the Bankruptcy Court) in respect of the transactions contemplated by this Agreement; provided that the party delivering any such document may redact any confidential information contained therein. Notwithstanding anything to the contrary herein, nothing contained in this Agreement shall require the Investor or any of its Affiliates to (i) take any action that would result in the Investor or any of its Affiliates being deemed to control the Company or the Bank for purposes of the Change in Bank Control Act of 1978, the HOLA or the cross-guaranty liability provisions of the FDI Act, or that would require any such entity to register as a savings and loan holding company, (ii) take or refrain from taking or agree to take or refrain from taking any action or suffer to exist any condition, limitation, restriction or requirement that would result in a Burdensome Condition or (iii) provide to the Company any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors. So long as the Investor holds any securities of the Company, the Company will not, without the consent of the Investor, take any action, directly or indirectly through its subsidiaries or otherwise, that the Board of Directors believes in good faith would reasonably be expected to cause the Investor to be subject to transfer restrictions or other covenants of the FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the time of taking such action or thereunder.