Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with each other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and to perform covenants contemplated by this Agreement. Each 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 party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Company will use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. To the extent required by law, the Investor shall file as promptly as practicable a notice to the Federal Reserve pursuant to the Change in Bank Control Act of 1978, as amended (the “CBC Act”), with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (including arranging for any required public notice and entering into usual and customary commitments with the Federal Reserve regarding passivity) to obtain the non-objection of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the Investor. 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, all the information (other than 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 in connection with the transactions contemplated by this Agreement. 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 in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contrary, the Investor shall not be required to provide any materials to the Company that it deems private or confidential nor shall it be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition.

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with each other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and to perform the covenants contemplated by this Agreement. Each 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 party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Company will use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. To the extent required by law, the Investor shall file as promptly as practicable a notice to the Federal Reserve pursuant to the Change in Bank Control CBC Act of 1978, as amended (the “CBC Act”), with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (including arranging for any required public notice and entering into usual and customary commitments with the Federal Reserve regarding passivity) to obtain the non-objection of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, objection shall not impose any liability on the Investor. 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, all the information (other than 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 in connection with the transactions contemplated by this Agreement. 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 in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, the Investor shall not be required to provide any materials to the Company that it deems private or confidential nor shall it be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Conditionconfidential.

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with each other and use commercially reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and to perform covenants contemplated by this Agreement. Each 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 party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Company will use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. To the extent required by law, the Investor shall file as promptly as practicable a notice to the Federal Reserve pursuant to the Change in Bank Control Act of 1978, as amended (the “CBC Act”), with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (including arranging for any required public notice and entering into usual and customary commitments with the Federal Reserve regarding passivity) to obtain the non-objection of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the Investor. 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 Company or to the Investor, all the information (other than 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 in connection with the transactions contemplated by this Agreement. 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 in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contrary, Neither the Investor nor the Company shall not be required to provide any materials to the Company other party that it deems private or confidential nor shall it either be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition.

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with each other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and to perform covenants contemplated by this Agreement. Each 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 party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Company will use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. To the extent required by law, the Investor shall file as promptly as practicable a notice to the Federal Reserve pursuant to the Change in Bank Control Act of 1978, as amended (the “CBC Act”), with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (including arranging for any required public notice and entering into usual and customary commitments with the Federal Reserve regarding passivity) to obtain the non-objection of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the Investor. 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, all the information (other than 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 in connection with the transactions contemplated by this Agreement. 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 in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contrary, the Investor shall not be required to provide any materials to the Company that it deems private or confidential nor shall it he be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition.

Filings; Other Actions. (a) The Investor Investors and the Company will cooperate and consult with each other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and to perform the covenants contemplated by this Agreement. Each 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 party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Company will use its reasonable best efforts to help the Investor Investors promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. To the extent The parties hereby agree that neither any Investor nor any of its Affiliates shall be required by law, the Investor shall this Agreement to file as promptly as practicable a any notice to the Federal Reserve pursuant to the Change in Bank Control CBC Act of 1978, as amended (the “CBC Act”), with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (including arranging for any required public notice and entering into usual and customary commitments with the Federal Reserve regarding passivity) to obtain the non-objection of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the InvestorAgreement. 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 InvestorInvestors, all the information (other than 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 in connection with the transactions contemplated by this Agreement. 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 in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, the Investor Investors shall not be required to provide any materials to the Company that it deems private or confidential nor shall it be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Conditionconfidential.

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with each other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and to perform the covenants contemplated by this Agreement. Each 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 party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Company will use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. The Investor shall, not later than 8:00 a.m., New York City time, on Monday, July 12, 2010, make its initial submission to the Federal Reserve of the materials required to make or obtain the First Closing Approvals, and the parties shall use their respective reasonable best efforts to make or obtain all First Closing Approvals not later than July 31, 2010, it being understood and agreed that the failure of the First Closing Approvals to be made or obtained by such date shall not impose any liability on any party hereto. To the extent required by law, the Investor shall file as promptly as practicable a notice to the Federal Reserve pursuant to the Change in Bank Control CBC Act of 1978, as amended (the “CBC Act”), with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (including arranging for any required public notice and entering into usual and customary commitments with the Federal Reserve regarding passivity) to obtain the non-objection of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, objection shall not impose any liability on the Investor. 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, all the information (other than 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 in connection with the transactions contemplated by this Agreement. 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 in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, the Investor shall not be required to provide any materials to the Company that it deems private or confidential nor shall it be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Conditionconfidential.

Filings; Other Actions. (a) The Investor Purchaser, on the one hand, and the Company Company, on the other hand, will cooperate and consult with each the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, filings and other documents, and to obtain all necessary permits, consents, orders, approvals, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting periodsperiod, necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and to perform the covenants contemplated by this Agreement; provided, however, that nothing in this Agreement shall obligate Purchaser to disclose the identities of limited partners, shareholders or members of Purchaser or its Affiliates or investment advisors or other confidential proprietary information of the Purchaser or any of its Affiliates (collectively, “Proprietary Information”). Each 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 party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, Purchaser will, to the Company will extent required, use its reasonable best efforts to promptly obtain or submit, and the Company will cooperate as may reasonably be requested by Purchaser to help the Investor Purchaser promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable competition or merger control laws of other jurisdictions, all notices to and, to the extent required by applicable law or regulation, consents, approvals, approvals or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. To Without limiting the foregoing, to the extent required by lawrequired, Purchaser and the Investor Company shall prepare and file as promptly as practicable a notice to the Federal Reserve Notification and Report Form pursuant to the Change HSR Act in Bank Control Act of 1978, as amended (the “CBC Act”), connection with respect to the transactions contemplated by this Agreement as promptly as practicable after the Closing Date (and shall take commercially reasonable actions (including arranging for in any required public notice and entering into usual and customary commitments with event within 15 business days after the Federal Reserve regarding passivity) to obtain the non-objection of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the InvestorClosing). The Investor Purchaser 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 Investorinformation, all the information (other than personal or sensitive informationProprietary 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 in connection with the transactions to which it will be party contemplated by this Agreement. 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 in this Section 3.1(a). 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 in respect of the transactions contemplated by this Agreement or any other Transaction DocumentAgreement. Notwithstanding anything the foregoing, in this Agreement to the contrary, the Investor no event shall not Purchaser be required to become a bank holding company, accept any Burdensome Condition in connection with the transactions contemplated by this Agreement, including without limitation any condition which could jeopardize or potentially have the effect of jeopardizing any investment opportunities (now or hereafter existing) of Purchaser or any of its Affiliates, or be required to agree to provide any materials capital to the Company that it deems private or confidential nor shall it be required to make any commitments (Company Subsidiary thereof other than the passivity commitments described above) Purchase Price to any Governmental Entity in connection therewith or suffer any Burdensome Conditionbe paid for the Securities to be purchased by it pursuant to the terms of, subject to the conditions set forth in, this Agreement.

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with 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, documents and to obtain all necessary and customary permits, consents, orders, approvals, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and to comply with any expiration or termination requirements of any applicable waiting periods, (1) necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and to perform the covenants contemplated by this Agreement, and (2) 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 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 party may reasonably request to consummate or implement such transactions or to evidence such events or matters, subject, in each case, to clauses (1) and (2) of the first sentence of this Section 3.1(a). In particular, the Company will use its commercially reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, approvals or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. To the extent required by law, the The Investor shall file use, and cause its Affiliates to use, commercially reasonable efforts to obtain regulatory non-objection to the change in control notice as promptly as practicable a notice reasonably possible, including responding fully to all requests for additional information from the Federal Reserve pursuant and entering into one or more passivity agreements not more restrictive in any material respect than the Passivity Commitments. The Company shall use, and cause its Affiliates to use, commercially reasonable efforts to obtain all approvals required to be obtained by the Change Company in Bank Control Act of 1978, as amended (the “CBC Act”), connection with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (the Transaction Documents, including arranging responding fully to all requests for any required public notice and entering into usual and customary commitments with additional information from the Federal Reserve regarding passivity) to obtain Reserve, the non-objection of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the InvestorFDIC and OFIR. 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 Investorinformation, all the information (other than personal or sensitive 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 in connection with the transactions contemplated by this Agreement. 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 in respect of the transactions contemplated by this Agreement or any other Transaction DocumentAgreement. Notwithstanding anything in this Section 3.1 or elsewhere in this Agreement to the contrary, the Investor shall not be required to provide any materials to the Company that it deems private any of its, its Affiliates’, its or their investment advisors’ or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential nor shall it be required to make any commitments information, including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors (other than collectively, the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition“Investor Confidential Information”).

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with 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 necessary and customary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement and to perform the covenants contemplated by this AgreementAgreement 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 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 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(a). In particular, the Company will use its commercially reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. 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 BHC Act in connection with any of the transactions contemplated hereby. To the extent required by lawthe Federal Reserve, the Investor shall file enter into one or more passivity agreements not more restrictive in any material respect than in the form attached hereto as promptly as practicable a notice Exhibit D. The Company shall use, and cause its Affiliates to use, commercially reasonable efforts to obtain all approvals required to be obtained by the Federal Reserve pursuant to the Change Company in Bank Control Act of 1978, as amended (the “CBC Act”), connection with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (the Transaction Documents, including arranging responding fully to all requests for any required public notice and entering into usual and customary commitments with additional information from the Federal Reserve regarding passivity) to obtain Reserve, the non-objection of FDIC and the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the InvestorBFI. 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 Investorinformation, all the information (other than personal or sensitive 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 in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any Other 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 in respect of the transactions contemplated by this Agreement or any other Transaction DocumentAgreement. Notwithstanding anything in this Section 3.1 or elsewhere in this Agreement to the contrary, the Investor shall not be required to provide any materials to the Company that it deems private any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential nor shall it be required to make any commitments information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors (other than collectively, the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition“Investor Confidential Information”).

Filings; Other Actions. (a) The Investor Purchaser, on the one hand, and the Company Company, on the other hand, will cooperate and consult with each the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, filings and other documents, and to obtain all necessary permits, consents, orders, approvals, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting periodsperiod, necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and to perform the covenants contemplated by this Agreement. Each 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 party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Company Purchaser will use its reasonable best efforts to promptly obtain or submit, and the Company will cooperate as may reasonably be requested by Purchaser to help the Investor Purchaser promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act or applicable competition or merger control laws of other jurisdictions, all notices to and, to the extent required by applicable law or regulation, consents, approvals, approvals or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. To Without limiting the foregoing, to the extent required by lawrequired, Purchaser and the Investor Company shall prepare and file as promptly as practicable a notice to the Federal Reserve Notification and Report Form pursuant to the Change HSR Act in Bank Control Act of 1978, as amended (the “CBC Act”), connection with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (including arranging for any required public notice and entering into usual and customary commitments with as promptly as practicable after the Federal Reserve regarding passivity) to obtain the non-objection date of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the Investorthis Agreement. The Investor Purchaser 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 Investorinformation, all the information (other than 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 in connection with the transactions to which it will be party contemplated by this Agreement. 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 in this Section 3.1(a). 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 in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contrary, the Investor shall not be required to provide any materials to the Company that it deems private or confidential nor shall it be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome ConditionAgreement.

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with each other and use commercially reasonable best efforts to prepare and file all necessary documentation, 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 any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and to perform the covenants contemplated by this AgreementAgreement 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 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 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(a). In particular, the Company will use its commercially reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, approvals or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. 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 BHC Act in connection with any of the transactions contemplated hereby, except with respect to the terms set forth in Section 1.2(b)(vii). To the extent required by lawthe Federal Reserve, the Investor shall file enter into one or more passivity agreements not more restrictive in any material respect than in the form attached hereto as promptly as practicable a notice Exhibit E. The Company shall use, and cause its Affiliates to use, commercially reasonable efforts to obtain all approvals required to be obtained by the Federal Reserve pursuant to the Change Company in Bank Control Act of 1978, as amended (the “CBC Act”), connection with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (the Transaction Documents, including arranging responding fully to all requests for any required public notice and entering into usual and customary commitments with additional information from the Federal Reserve regarding passivity) to obtain Reserve, the non-objection of FDIC and the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the InvestorWVDFI. 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 Investorinformation, all the information (other than personal or sensitive 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 in connection with the transactions contemplated by this Agreement. 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 in respect of the transactions contemplated by this Agreement or any other Transaction DocumentAgreement. Notwithstanding anything in this Section 3.1 or elsewhere in this Agreement to the contrary, the Investor shall not be required to provide any materials to the Company that it deems private any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential nor shall it be required to make any commitments information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors (other than collectively, the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition.“Investor Confidential Information”). Table of Contents

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with each other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and Agreement, to perform covenants contemplated by this Agreement. Each 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 party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Company will use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. To the extent required by law, the Investor shall file as As promptly as practicable a notice after the date hereof, counsel to the Investor will file with the Federal Reserve a notice pursuant to the Change in Bank Control CBC Act of 1978, as amended (the “CBC Act”), with respect to the transactions contemplated by this Agreement Agreement. Subject to Section 4.10(c), the Investor shall use, and shall take cause its Affiliates to use, commercially reasonable actions (including arranging for any required public notice and entering into usual and customary commitments with efforts to obtain by December 8, 2009, a non-objection letter from the Federal Reserve regarding passivity) with respect to obtain such CBC Act notice, including by 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 may require as a condition to issuing such a non-objection letter (in each case to the extent it has not done so prior to the date of the Federal Reserve under the CBC Actthis Agreement), it being understood and agreed by the parties that failure to obtain such non-objectionletter by December 8, prior to the Outside Date or at all, 2009 shall not impose any liability on the Investor. 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, all the information (other than personal or sensitive 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 in connection with the transactions contemplated by this Agreement. 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 in respect of the transactions contemplated by this Agreement or any other Transaction DocumentAgreement. Notwithstanding anything in this Agreement to the contraryforegoing, the Investor shall not be required to provide any materials to the Company that it deems private or confidential nor shall it be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Conditionburdensome requirements or restrictions in connection therewith.

Filings; Other Actions. (a) The Each of the Investor and the Company will cooperate and consult with each the other and use its reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, filings and other documents, and to obtain all necessary permits, consents, orders, approvals, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and Agreement, to perform covenants contemplated by this Agreement. Each party shall execute and deliver both before and after the Initial Closing or Subsequent Closing, as the case may be, such further certificates, agreements, agreements and other documents and take such other actions as the other party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Investor and the Company will each use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and 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 any Governmental Entity or by applicable law or regulation, consents, approvals, approvals or exemptions from bank the Governmental Entity, including the Insurance Regulatory Approvals and any post-closing regulatory authorities, approvals for the transactions contemplated by this Agreement. To the extent required by law, the Investor shall file as promptly as practicable a notice to the Federal Reserve pursuant to the Change in Bank Control Act of 1978including, as amended (the “CBC Act”), with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (including arranging for any required public notice and entering into usual and customary commitments with the Federal Reserve regarding passivity1) to obtain the non-objection of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date Initial Closing, any approvals or at allexpiration or termination of any applicable waiting period under the HSR Act or competition or merger control laws of other jurisdictions and Insurance Regulatory Approvals (other than post-closing regulatory approvals) or other approvals required prior to the Initial Closing, and (2) after the Initial Closing, the post-closing regulatory approvals. Notwithstanding anything to the contrary in this Agreement, neither Investor nor its affiliates shall not impose be obligated to make, or offer to make any liability on divestiture of, or otherwise limit Investor’s or its affiliates’ freedom of action with respect to, Investor’s or its affiliates’ other assets or businesses presently owned or hereafter acquired. Each of the Investor. 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, all the information (other than personal or sensitive 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 in connection with the transactions contemplated by this Agreement. 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 in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contraryAgreement, the Investor shall not be required to provide any materials to the Company that it deems private or confidential nor shall it be required to make any commitments (other than the passivity commitments described above) in respect of information filed or otherwise submitted confidentially to any such Governmental Entity in connection therewith or suffer any Burdensome ConditionEntity.

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with 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 necessary and customary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and to perform the covenants contemplated by this AgreementAgreement 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 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 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(a). In particular, the Company will use its commercially reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. 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 BHC Act or, unless the Investor is a Lead Investor, the CBCA, in connection with any of the transactions contemplated hereby. To the extent required by lawthat the Investor files a notice of change in control under the CBCA, the Investor shall file use, and cause its Affiliates to use, commercially reasonable efforts to obtain regulatory non-objection to the change in control notice as promptly as practicable a notice reasonably possible, including responding fully to all requests for additional information from the Federal Reserve pursuant and entering into one or more passivity agreements not more restrictive in any material respect than in the form attached hereto as Exhibit F. The Company shall use, and cause its Affiliates to use, commercially reasonable efforts to obtain all approvals required to be obtained by the Change Company in Bank Control Act of 1978, as amended (the “CBC Act”), connection with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (the Transaction Documents, including arranging responding fully to all requests for any required public notice and entering into usual and customary commitments with additional information from the Federal Reserve regarding passivity) to obtain Reserve, the non-objection FDIC and Idaho Department of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the InvestorFinance. 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 Investorinformation, all the information (other than personal or sensitive 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 in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any Other 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 in respect of the transactions contemplated by this Agreement or by any other Transaction DocumentOther Securities Purchase Agreement. Notwithstanding anything in this Section 3.1 or elsewhere in this Agreement to the contrary, the Investor shall not be required to provide any materials to the Company that it deems private any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential nor shall it be required to make any commitments information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors (other than collectively, the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition“Investor Confidential Information”).

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with each other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and Agreement, to perform covenants contemplated by this Agreement. Each 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 party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Company will use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. To the extent required by law, the Investor shall file as promptly as practicable a notice to the Federal Reserve pursuant to the Change in Bank Control Act of 1978, as amended (the “CBC Act”), with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (including arranging for any required public notice and entering into usual and customary commitments with the Federal Reserve regarding passivity) to obtain the non-objection of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the InvestorBxxxxx Transaction Document. 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, all the information (other than personal or sensitive 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 in connection with the transactions contemplated by this Agreement. 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 in respect of the transactions contemplated by this Agreement or by any other Bxxxxx Transaction Document. Notwithstanding anything in this Agreement to the contraryforegoing, the Investor shall not be required to provide any materials to the Company that it deems private or confidential nor shall it be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Conditionburdensome requirements or restrictions in connection therewith.

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with each the other and use reasonable best efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings, and other documents, and to obtain all necessary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or advisable to consummate the transactions contemplated by this Agreement and the other Transaction Documents and to perform the covenants contemplated by this Agreementset forth hereunder and thereunder. Each 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 party parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Company will use its reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. To the extent required by law, the Investor shall file as promptly as practicable file, not later than a date that is the earlier of (x) 45 calendar days after the date of this Agreement and (y) 14 calendar days after the date on which the Company has entered into Other Securities Purchase Agreements providing for aggregate gross proceeds to the Company of at least the Minimum Proceeds Amount, a notice to the Federal Reserve pursuant to the Change in Bank Control Act of 1978, as amended (the “CBC Act”), with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (including arranging for any required public notice and entering into usual and customary commitments with the Federal Reserve regarding passivity) to obtain the non-objection of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the Investor. 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, all the information (other than personal or sensitive information) relating to such other party, and any of their respective its Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 Investor 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 in respect of the transactions contemplated by this Agreement or any other Transaction Document. Notwithstanding anything in this Agreement to the contrary, the Investor shall not be required to provide any materials to the Company that it the Investor deems private or confidential confidential, nor shall it the Investor be required to make any commitments (other than the passivity commitments described above) to any Governmental Entity in connection therewith that constitute, or to suffer or accept, any Burdensome Condition.

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with 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 necessary and customary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and to perform the covenants contemplated by this AgreementAgreement 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 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 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(a). In particular, the Company will use its commercially reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. 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 BHC Act in connection with any of the transactions contemplated hereby. To the extent required by lawthe Federal Reserve, the Investor shall file enter into one or more passivity agreements not more restrictive in any material respect than in the form attached hereto as promptly as practicable a notice Exhibit D. The Company shall use, and cause its Affiliates to use, commercially reasonable efforts to obtain all approvals required to be obtained by the Federal Reserve pursuant to the Change Company in Bank Control Act of 1978, as amended (the “CBC Act”), connection with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (the Transaction Documents, including arranging responding fully to all requests for any required public notice and entering into usual and customary commitments with additional information from the Federal Reserve regarding passivity) to obtain Reserve, the non-objection of FDIC and the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the InvestorBFI. 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 Investorinformation, all the information (other than personal or sensitive 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 in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any Other 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 in respect of the transactions contemplated by this Agreement or any other Transaction DocumentAgreement. Notwithstanding anything in this Section 3.1 or elsewhere in this Agreement to the contrary, the Investor shall not be required to provide any materials to the Company that it deems private any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential nor shall it be required to make any commitments information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors (other than collectively, the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition“Investor Confidential Information”).

Filings; Other Actions. (a) The Investor and the Company will cooperate and consult with 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 necessary and customary permits, consents, orders, approvals, and authorizations of, or any exemption by, all third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, (i) necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and to perform the covenants contemplated by this AgreementAgreement 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. Without limiting the foregoing, each of the Company and the Investor shall make or file the initial applications, notices, petitions or filings required to be made by it with Governmental Entities as promptly as reasonably practicable, and in any event not later than April 15, 2011. Each 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 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(a). In particular, the Company will use its commercially reasonable best efforts to help the Investor promptly obtain or submit, as the case may be, as promptly as practicable, the approvals and authorizations of, filings and registrations with, and notifications to, or expiration or termination of any applicable waiting period, all notices to and, to the extent required by applicable law or regulation, consents, approvals, or exemptions from bank regulatory authorities, for the transactions contemplated by this Agreement. 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 BHC Act or, unless the Investor is a Lead Investor, the CBCA, in connection with any of the transactions contemplated hereby. To the extent required by lawthat the Investor files a notice of change in control under the CBCA, the Investor shall file use, and cause its Affiliates to use, commercially reasonable efforts to obtain regulatory non-objection to the change in control notice as promptly as practicable a notice reasonably possible, including responding fully to all requests for additional information from the Federal Reserve pursuant and entering into one or more passivity agreements not more restrictive in any material respect than in the form attached hereto as Exhibit F. The Company shall use, and cause its Affiliates to use, commercially reasonable efforts to obtain all approvals required to be obtained by the Change Company in Bank Control Act of 1978, as amended (the “CBC Act”), connection with respect to the transactions contemplated by this Agreement and shall take commercially reasonable actions (the Transaction Documents, including arranging responding fully to all requests for any required public notice and entering into usual and customary commitments with additional information from the Federal Reserve regarding passivity) to obtain Reserve, the non-objection FDIC and Idaho Department of the Federal Reserve under the CBC Act, it being understood that failure to obtain such non-objection, prior to the Outside Date or at all, shall not impose any liability on the InvestorFinance. 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 Investorinformation, all the information (other than personal or sensitive 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 in connection with the transactions contemplated by this Agreement; provided, however, that the Company shall not allow any Other 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 in respect of the transactions contemplated by this Agreement or by any other Transaction DocumentOther Securities Purchase Agreement. Notwithstanding anything in this Section 3.1 or elsewhere in this Agreement to the contrary, the Investor shall not be required to provide any materials to the Company that it deems private any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential nor shall it be required to make any commitments information including the identities of limited partners, shareholders or members of the Investor or its Affiliates or their investment advisors (other than collectively, the passivity commitments described above) to any Governmental Entity in connection therewith or suffer any Burdensome Condition“Investor Confidential Information”).