Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. (a) Each of the Company, Parent and Merger Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (B) promptly take, and cause its Affiliates to take, all actions necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by and file all applications and other filings with the FCC seeking the consent or waiver of the FCC that are necessary or appropriate to consummate the transactions contemplated by this Agreement; (D) promptly provide all notifications and registrations required by, and file all applications and other filings with, each applicable State PUC seeking consent or waiver of each applicable State PUC that are necessary or appropriate to consummate the transactions contemplated by this Agreement; and (E) promptly provide all notifications and registrations required by, and file all applications and other filings with, each Governmental Franchising Authority or other Governmental Entity seeking the consent of the Governmental Franchising Authority or other Governmental Entity that are necessary or appropriate to consummate the transactions contemplated by this Agreement.

Filings; Other Actions. (a) Each of Purchaser, on the one hand, and the Company, Parent on the other hand, will cooperate and Merger Sub shall: (i) promptly make consult with the other and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (B) promptly take, and cause its Affiliates to take, all actions necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by prepare and file all applications necessary documentation, to effect all necessary applications, notices, petitions, filings and other filings with documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the FCC seeking Required Approvals, and the consent expiration or waiver termination of the FCC that are any applicable waiting period, necessary or appropriate advisable to consummate the transactions contemplated by this Agreement; (D) promptly provide all notifications and registrations required by, and file all applications and other filings with, each applicable State PUC seeking consent or waiver of each applicable State PUC that are necessary or appropriate to consummate perform the transactions 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, 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 Purchaser promptly obtain or submit, as the case may be, as promptly as practicable, (i) the approvals and authorizations of, filings, applications and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HOLA (it being understood and agreed that such application shall reflect and seek approval for the "silo" structure previously disclosed to the Company (and set forth in the Purchaser’s Disclosure Schedule) and that no person other than Purchaser and the other Applicants listed on Schedule F (nor any investors in any fund sponsored or advised by MatlinPatterson, including investors in MatlinPatterson Global Opportunities Partners III L.P. or MatlinPatterson Global Opportunities Partners Cayman III L.P.) shall be required to file or become parties to any such filing or registration, or in any way become subject to HOLA or restrictions or requirements thereunder), and, as applicable, any such approvals and authorizations, filings, applications and registrations shall include information and documentation to implement the securities trading platform as described at Schedule 3.1(a) of the Purchaser Disclosure Schedule and otherwise shall be consistent with the silo structure referred to above and (Eii) promptly provide all notifications a written determination, in form and registrations required bysubstance reasonably satisfactory to the relevant Applicant and notified to Purchaser, of each of the FDIC and the OTS that neither MatlinPatterson nor any fund sponsored or advised by it or its Affiliates (other than the Applicants) will control the Company or the Bank or be an "institution affiliated party" (as defined in 12 USC Section 1813(u)) with respect thereto. Purchaser and the Company will have the right to review in advance, and file to the extent practicable, each will consult with the other in each case, subject to applicable laws relating to the exchange of information, all applications the information relating to such other party, and other filings any of their respective Affiliates, which appears in any filing made with, each Governmental Franchising Authority or other written materials submitted to, any third party or any Governmental Entity seeking in connection with the consent transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the Governmental Franchising Authority 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 referred to in this Section 3.1(a). Purchaser shall promptly furnish the Company, and the Company shall promptly furnish Purchaser, to the extent permitted by applicable law, with copies of written communications received by it or other its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity that are necessary or appropriate to consummate in respect of the transactions contemplated by this Agreement.

Filings; Other Actions. (a) Each Promptly after the date hereof, each of the Purchasers, on the one hand, and the Company, Parent on the other hand, will cooperate and Merger Sub shall: (i) promptly make consult with the other and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) use reasonable best efforts to cause prepare and file all necessary documentation, to be takeneffect all necessary applications, on a timely basisnotices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all other actions third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or appropriate for the purpose of consummating and effectuating advisable to consummate the transactions contemplated by this Agreement. Without limiting , and to perform the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions covenants contemplated by this Agreement; provided that all expenses associated with any of the foregoing shall be borne by the Company. 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 parties may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, the Purchaser and the Company shall use all reasonable best efforts to (Bi) as promptly takeas reasonably practicable following the date hereof, submit the notifications under the HSR Act, with respect to the transactions contemplated hereby, including the issuance of the Purchased Shares and the Warrants to the Purchasers (including, for the avoidance of doubt, the right to appoint Preferred Stock Directors (as defined in the Certificate of Designations) to the Board of Directors of the Company), and cause its Affiliates (ii) as promptly as reasonably practicable, make all filings under the applicable Other Competition Laws, if any, required for the transactions contemplated hereby, including the issuance of the Purchased Shares and the Warrants to takethe Purchasers. The Purchasers and the Company will have the right to review in advance, and to the extent practicable each will consult with the others, in each case subject to applicable laws relating to the exchange of information, all actions necessary the information relating to obtain such other party, and any antitrust clearance of their respective Affiliates, which appears in any filing made with, or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justicewritten materials submitted to, any state attorney general, any foreign competition authority third party or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by and file all applications and other filings with . In exercising the FCC seeking the consent or waiver foregoing right, each of the FCC that are necessary 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 referred to in this Section 4.1. Each Purchaser shall promptly furnish the Company, and the Company shall promptly furnish each Purchaser, to the extent permitted by Law, with copies of written communications received by it or appropriate to consummate its Subsidiaries from any Governmental Entity in respect of the transactions contemplated by this Agreement; . Notwithstanding anything herein to the contrary, under no circumstances shall any Company Group Member or any Purchaser be required to (Dx) promptly provide all notifications and registrations required bysubject to Section 5.2, and file all applications and make any payment to any person to secure such person’s consent, approval or authorization (excluding any applicable filing fees or other filings with, each applicable State PUC seeking consent or waiver of each applicable State PUC de minimis expenses that are necessary required to be paid by the Company) or appropriate to consummate (y) proffer to, or agree to, license, dispose of, sell or otherwise hold separate or restrict the transactions contemplated by this Agreement; and (E) promptly provide all notifications and registrations required byoperation of any of its assets, and file all applications and other filings with, each Governmental Franchising Authority operations or other Governmental Entity seeking the consent of the Governmental Franchising Authority or other Governmental Entity that are necessary or appropriate to consummate the transactions contemplated by this Agreementrights.

Filings; Other Actions. (a) Each During the period commencing on the date hereof and terminating on the earlier to occur of the Company, Parent and Merger Sub shall: (i) promptly make and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements Closing and (ii) the termination of this Agreement in accordance with the provisions hereof (the “Pre-Closing Period”), each of the parties will cooperate and consult with the other and use reasonable best efforts to cause prepare and file all necessary documentation, to be takeneffect all necessary applications, on a timely basisnotices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all other actions third parties and Governmental Authorities, and the expiration or termination of any applicable waiting period, necessary or appropriate for the purpose of consummating and effectuating 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 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, the Purchaser and the Seller Parties shall use all commercially reasonable efforts to obtain or submit, as the case may be, as promptly as practicable following the date hereof (and in any event within ten (10) business days of the date hereof), 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, in each case, with respect to the transactions contemplated hereby. Without limiting the generality of the foregoing, each of the Company, Parent Purchaser and Merger Sub agrees the Seller Parties shall prepare and file a Notification and Report Form pursuant to use reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (B) promptly take, and cause its Affiliates to take, all actions necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity HSR Act in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by , and file all applications the Purchaser shall be responsible for the filing fee associated therewith. The Purchaser and other filings the Seller Parties will have the right to review in advance, and to the extent practicable each will consult with the FCC seeking other, in each case subject to applicable Laws relating to the consent exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or waiver of the FCC that are necessary written materials submitted to, any third party or appropriate to consummate any Governmental Authority in connection with the transactions contemplated by this Agreement; (D) promptly provide all notifications and registrations required by, and file all applications and other filings with, each applicable State PUC seeking consent or waiver of each applicable State PUC that are necessary or appropriate to consummate the transactions contemplated by this Agreement; and (E) promptly provide all notifications and registrations required by, and file all applications and other filings with, each Governmental Franchising Authority or other Governmental Entity seeking the consent . Each of the parties hereto agrees to act reasonably and as promptly as practicable in connection with the foregoing. Each party hereto agrees to keep the other parties apprised of the status of matters referred to in this Section 2.5(a). Each party shall promptly furnish to the others, to the extent permitted by Law, copies of written communications received by it from any Governmental Franchising Authority or other Governmental Entity that are necessary or appropriate to consummate in respect of the transactions contemplated by this Agreement.

Filings; Other Actions. During the period commencing on the date of the Original Agreement and terminating on the earlier to occur of (a) Each the Closing and (b) the termination of this Agreement in accordance with the provisions hereof (the “Pre-Closing Period”), each of the Purchaser, on the one hand, and the Company, Parent on the other hand, will cooperate and Merger Sub shall: consult with 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 the expiration or termination of any applicable waiting period, 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 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, if required, the Purchaser and the Company shall use all reasonable best efforts to prepare and submit (i) promptly make a Notification and effect all registrations, filings and submissions required to be made or effected by it Report Form pursuant to the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), as promptly as practicable following the Exchange Act date of the Original Agreement (and other applicable Legal Requirements in any event within ten (10) business days of the date of the Original Agreement) and (ii) all necessary documentation to effect any approvals or terminations of waiting periods, if required, under any foreign antitrust, competition, or similar laws as promptly as practicable following the date of the Original Agreement , in each case with respect to the Mergertransactions contemplated hereby, including notificationsthe issuance of Class A Common Stock. The Purchaser and the Company will use, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) will use reasonable best efforts to cause their respective Affiliates to be takenuse, on a timely basisreasonable best efforts to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all other actions third parties and Governmental Entities, and the expiration or termination of any applicable waiting period, necessary or appropriate for the purpose of consummating and effectuating advisable to consummate the transactions contemplated by this Agreement. Without limiting , and to perform the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions covenants contemplated by this Agreement; (B) promptly take. The Purchaser and the Company will have the right to review in advance, and cause its Affiliates to takethe extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, all actions necessary the information relating to obtain such other party, and any antitrust clearance of their respective Affiliates, which appears in any filing made with, or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justicewritten materials submitted to, any state attorney general, any foreign competition authority third party or any other Governmental Entity in connection with the transactions contemplated by this Agreement or the Merger Agreement; (C) promptly provide all notifications required by and file all applications and other filings with . In exercising the FCC seeking the consent or waiver foregoing right, each of the FCC parties hereto agrees to act reasonably and as promptly as practicable. The parties hereto agree that are they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or appropriate advisable to consummate the transactions contemplated by this Agreement or the Merger Agreement; (D) , and each party will keep the other party apprised promptly provide all notifications of the status of filings and registrations required applications, including communications with Governmental Entities that cause such party to believe that there is a reasonable likelihood that any necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and file all applications Governmental Entities, and other filings withthe expiration or termination of any applicable waiting period, each applicable State PUC seeking consent or waiver of each applicable State PUC that are necessary or appropriate advisable to consummate the transactions contemplated by this Agreement and by the Merger Agreement; and (E) promptly provide all notifications and registrations required by, and file to perform the covenants contemplated by this Agreement will not be obtained or that the receipt of any such approval will be delayed, and all applications and other filings with, each Governmental Franchising Authority matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other party in advance of any meeting or other conference with any Governmental Entity seeking the consent in respect of the Governmental Franchising Authority or other Governmental Entity that are necessary or appropriate to consummate the transactions contemplated by this Agreement.

Filings; Other Actions. (a) Each As set forth in the Certificate of Designations, the Purchased Shares shall be initially issued to the Purchaser without voting rights in the election of directors of the CompanyCompany or conversion rights into Common Stock. After issuance and following the expiration or termination of the waiting period under the HSR Act (or receipt by the Company of written notice from Purchaser that clearance under the HSR Act is not required), Parent the Purchased Shares shall gain the right to vote on an as-converted basis with the Common Stock, pursuant to, and Merger Sub shall: (i) in accordance with, the terms of the Certificate of Designations. The Purchaser and the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly make as practicable following the date hereof, the approvals and effect all registrationsauthorizations of, filings and submissions registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HSR Act and other Antitrust Laws (the “Antitrust Approval”). Without limiting the foregoing, the Purchaser and the Company shall each prepare and file within five (5) business days after the date hereof a required to be made or effected by it Notification and Report Form pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (B) promptly take, and cause its Affiliates to take, all actions necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by . In connection with such undertakings, the Purchaser, 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 applications necessary documentation, to effect all necessary applications, notices, petitions, filings and other filings with the FCC seeking the consent documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or waiver of the FCC that are any exemption by, all third parties and Governmental Entities, necessary or appropriate advisable to consummate the transactions contemplated by this Agreement; (D) promptly provide all notifications , including obtaining the Antitrust Approval. The Purchaser and registrations required bythe Company shall execute and deliver both before and after the Closing such further certificates, and file all applications agreements and other filings with, each applicable State PUC seeking consent or waiver of each applicable State PUC that are necessary or appropriate documents and take such other actions as the other party may reasonably request to consummate the or implement such transactions contemplated by this Agreement; and (E) promptly provide all notifications and registrations required by, and file all applications and other filings with, each Governmental Franchising Authority or other Governmental Entity seeking the consent of the Governmental Franchising Authority to evidence such events or other Governmental Entity that are necessary or appropriate to consummate the transactions contemplated by this Agreementmatters.

Filings; Other Actions. (a) Each As set forth in the Certificate of Designations, the Shares shall be initially issued to the Purchasers without voting rights in the election of directors of the Company. After issuance and following the expiration or termination of the waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Shares shall gain the right to vote as Class A Common Stock of the Company, Parent pursuant to, and Merger Sub shall: in accordance with, the terms of the Certificate of Designations (i) the “Purchaser Election”). The Purchasers and the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly make as practicable following the date hereof, the approvals and effect all registrationsauthorizations of, filings and submissions required to be made registrations with, and notifications to, or effected by it expiration or termination of any applicable waiting period, under the HSR Act and other applicable antitrust Laws in connection with the Purchaser Election (the “Anti-Trust Approval”). Without limiting the foregoing, the Purchasers and the Company shall each prepare and file within five (5) business days after the date hereof a Notification and Report Form pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (B) promptly take, and cause its Affiliates to take, all actions necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by . In connection with such undertakings, 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 applications necessary documentation, to effect all necessary applications, notices, petitions, filings and other filings with the FCC seeking the consent documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or waiver of the FCC that are any exemption by, all third parties and Governmental Entities, necessary or appropriate advisable to consummate the transactions contemplated by this Agreement; (D) promptly provide all notifications , including obtaining the Anti-Trust Approval. Each of the Purchasers and registrations required bythe Company shall execute and deliver both before and after the Closing such further certificates, and file all applications agreements and other filings with, each applicable State PUC seeking consent or waiver of each applicable State PUC that are necessary or appropriate documents and take such other actions as the other party may reasonably request to consummate the or implement such transactions contemplated by this Agreement; and (E) promptly provide all notifications and registrations required by, and file all applications and other filings with, each Governmental Franchising Authority or other Governmental Entity seeking the consent of the Governmental Franchising Authority to evidence such events or other Governmental Entity that are necessary or appropriate to consummate the transactions contemplated by this Agreementmatters.

Filings; Other Actions. (a) Each of the Company, Parent Investor and Merger Sub shall: (i) promptly make the Company will cooperate and effect all registrations, filings consult with the other and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) use reasonable best efforts to cause prepare and file all necessary documentation, to be takeneffect all necessary applications, on a timely basisnotices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all other actions third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or appropriate for the purpose of consummating and effectuating advisable to consummate the transactions contemplated by this Agreement. Without limiting Agreement and the generality other Transaction Documents, to perform covenants contemplated by this Agreement and the other Transaction Documents (including regarding termination of the foregoingVoting Trust Agreement). Each party shall execute and deliver both before and after the Closing such further certificates, each of agreements and other documents and take such other actions as the Companyother party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, Parent and Merger Sub agrees to the Investor will use its reasonable best efforts to: (A) to promptly provide all information obtain, and the Company will cooperate as may reasonably be requested by the Investor 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 Governmental Entity in connection with applicable waiting period, under the Merger HSR Act or competition or merger control laws of other jurisdictions, all notices to and, to the extent required by any Regulators or by applicable law or regulation, consents, approvals or exemptions from the Regulators, including the Insurance Regulatory Approvals and any post-closing regulatory approvals for the transactions contemplated by the Transaction Documents, the Closing, the Rights Offering Closing and the exercise of any of the Warrants, including, (1) prior to the Closing, any approvals or expiration or termination of any applicable waiting period under the HSR Act or competition or merger control laws of other transactions contemplated by this Agreement; jurisdictions and Insurance Regulatory Approvals (Bother than post-closing regulatory approvals) promptly takeor other approvals required prior to the Closing, and (2) after the Closing, the post-closing regulatory approvals. In addition, after the Closing, the Company shall use its reasonable best efforts to take any other actions that are necessary for the termination of the Voting Trust Agreement and the transfer of the Common Stock then held by the voting trust to the Investor, and Investor will, and will cause its Affiliates to, cooperate with the Company as may be reasonably requested by the Company. Notwithstanding anything to takethe contrary in this Agreement, neither Investor nor its Affiliates shall be obligated to (i) take or proffer to take any action that would prevent, limit or impede the operation of Section 4.4 of this Agreement or (ii) make, or offer to make any 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 and the Company will 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, with respect to all actions necessary the information relating to obtain the other party, and any antitrust clearance of their respective subsidiaries, which appears in any filing made with, or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justicewritten materials submitted to, any state attorney general, any foreign competition authority third party or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by and file all applications and other filings with . In exercising the FCC seeking the consent or waiver foregoing right, each of the FCC that are necessary 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 with copies of written communications received by them or appropriate to consummate their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement; Agreement or by the other Transaction Documents, other than any communications received by the Investor from, or delivered by the Investor to, the IRS (D) promptly provide all notifications and registrations required by, and file all applications and other filings with, each applicable State PUC seeking consent than in respect of information filed or waiver of each applicable State PUC that are necessary or appropriate otherwise submitted confidentially to consummate the transactions contemplated by this Agreement; and (E) promptly provide all notifications and registrations required by, and file all applications and other filings with, each any such Governmental Franchising Authority or other Governmental Entity seeking the consent of the Governmental Franchising Authority or other Governmental Entity that are necessary or appropriate to consummate the transactions contemplated by this AgreementEntity).

Filings; Other Actions. (a) Each of Investor, on the one hand, and the Company, Parent on the other hand, will cooperate and Merger Sub shall: (i) promptly make consult with the other and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) use reasonable best efforts to cause prepare and file all necessary documentation, to be takeneffect all necessary applications, on a timely basisnotices, 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 the 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 Closing such further certificates, agreements and other documents and take such other actions necessary as the other parties may reasonably request to consummate or appropriate implement such transactions or to evidence such events or matters. In particular, each Investor will use its reasonable best efforts to promptly obtain or submit, and the Company will cooperate as may reasonably be requested by such Investor to help such 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 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (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 or exemptions from bank regulatory authorities, for the purpose of consummating and effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company and each of the Company, Parent and Merger Sub agrees to use reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (B) promptly take, and cause its Affiliates to take, all actions necessary to obtain any antitrust clearance or similar clearance Investor that is required to be obtained from file a notification under the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity HSR Act in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by Agreement shall prepare and file all applications a Notification and other filings Report Form pursuant to the HSR Act as promptly after the date of this Agreement. Without limiting the foregoing, each Investor which will upon the Closing own or be deemed to own more than 10% of the outstanding shares of Common Stock and be subject to a “control factor” (as such term is defined in 12 C.F.R. §574.4(c)) shall prepare and file, and cause any of its applicable Affiliates to prepare and file, with the FCC seeking Office of Thrift Supervision (the consent or waiver “OTS”), as promptly as practicable but in no event more than five business days after the date of the FCC that are necessary or appropriate this Agreement, a rebuttal of control submission with respect to consummate the transactions contemplated by this Agreement; (D) promptly provide all notifications and registrations required by, and file shall use, and cause its Affiliates to use, all applications reasonable best efforts to obtain OTS approval and acceptance of such rebuttal as promptly as possible, including without limitation responding fully to all requests for additional information from the OTS, entering into one or more rebuttal of control agreements in the form set forth in 12 C.F.R. §574.100 and providing such other filings non-control and related commitments as the OTS may require 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. Each Investor, with respect to the transactions applicable to it, and the Company will 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, all the 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 applicable State PUC seeking consent 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 referred to in this Section 3.1(a). Each Investor and the Company shall promptly furnish the other with copies of written communications received by it or waiver its Subsidiaries from, or delivered by any of each applicable State PUC that are necessary or appropriate to consummate the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement; and Agreement (E) promptly provide all notifications and registrations required by, and file all applications and other filings with, each Governmental Franchising Authority or other Governmental Entity seeking the consent of the Governmental Franchising Authority or other Governmental Entity than any portions thereof that are necessary or appropriate relate to consummate the transactions contemplated by this Agreementconfidential supervisory matters).

Filings; Other Actions. (a) Each of the Company, Parent and Merger Sub shall: (i) as promptly as practicable make and effect all registrations, filings and submissions required to be made or effected by it pursuant to (x) the HSR ActAct and in any event within 15 Business Days and (y) any other applicable Antitrust Law with respect to the transactions contemplated hereby as promptly as practicable and advisable after the date hereof, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and notifications, applications or other filings required under applicable Legal Requirements governing foreign National Security Approvals, and (ii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (B) promptly take, and cause its Affiliates to take, take all actions necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by and file all applications and other filings with the FCC (including any review by the Team Telecom Agencies) seeking the consent or waiver of the FCC that are necessary or appropriate to consummate the transactions contemplated by this Agreement; (D) promptly provide all notifications and registrations required by, and file all applications and other filings with, each applicable State PUC seeking consent or waiver of each applicable State PUC that are necessary or appropriate to consummate the transactions contemplated by this Agreement; (E) promptly take all actions necessary to obtain the Required Governmental Approvals set forth in Section 5.1(b)(iii) from the respective Governmental Entities in connection with the transactions contemplated by this Agreement; and (EF) promptly provide all notifications and registrations required by, and file all applications and other filings with, each Governmental Franchising Authority or other Governmental Entity Entity, including Foreign Telecommunications Regulators seeking the consent of the Governmental Franchising Authority Authority, Foreign Telecommunications Regulator or other Governmental Entity that are necessary or appropriate to consummate the transactions contemplated by this Agreement.

Filings; Other Actions. (a) Each of the Company, Parent Investor and Merger Sub shall: (i) promptly make the Company will cooperate and effect all registrations, filings consult with the other and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) use reasonable best efforts to cause prepare and file all necessary documentation, to be takeneffect all necessary applications, on a timely basisnotices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all other actions third parties and Governmental Entities, and expiration or termination of any applicable waiting periods, necessary or appropriate for the purpose of consummating and effectuating advisable to consummate the transactions contemplated by this Agreement. Without limiting Agreement and the generality other Transaction Documents, to perform covenants contemplated by this Agreement and the other Transaction Documents (including regarding termination of the foregoingVoting Trust Agreement). Each party shall execute and deliver both before and after the Closing such further certificates, each of agreements and other documents and take such other actions as the Companyother party may reasonably request to consummate or implement such transactions or to evidence such events or matters. In particular, Parent and Merger Sub agrees to the Investor will use its reasonable best efforts to: (A) to promptly provide all information obtain, and the Company will cooperate as may reasonably be requested by the Investor 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 Governmental Entity in connection with applicable waiting period, under the Merger HSR Act or competition or merger control laws of other jurisdictions, all notices to and, to the extent required by any Regulators or by applicable law or regulation, consents, approvals or exemptions from the Regulators, including the Insurance Regulatory Approvals and any post-closing regulatory approvals for the transactions contemplated by the Transaction Documents, the Closing, the Rights Offering Closing or the Backstop Closing and the exercise of any of the Warrants and the conversion of the Preferred Stock, including, (1) prior to the Closing or the Xxxxxxxx Xxxxxxx or Rights Offering Closing, as applicable, any approvals or expiration or termination of any applicable waiting period under the HSR Act or competition or merger control laws of other transactions contemplated by this Agreement; jurisdictions and Insurance Regulatory Approvals (Bother than post-closing regulatory approvals) promptly takeor other approvals required prior to the Closing or the Backstop Closing or Rights Offering Closing, as applicable, and (2) after the Closing, Backstop Closing or Rights Offering Closing, the post-closing regulatory approvals or to the extent necessary, any applicable waiting period under the HSR Act or competition or merger control laws of other jurisdictions. In addition, after the Closing, the Company shall use its reasonable best efforts to take any other actions that are necessary for the termination of the Voting Trust Agreement and the transfer of the Common Stock, Preferred Stock and/or any Warrants then held by the voting trust to the Investor, and Investor will, and will cause its Affiliates to, cooperate with the Company as may be reasonably requested by the Company. Notwithstanding anything to takethe contrary in this Agreement, neither Investor nor its Affiliates shall be obligated to (i) take or proffer to take any action that would prevent, limit or impede the operation of Section 4.4 of this Agreement or (ii) make, or offer to make any 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 and the Company will 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, with respect to all actions necessary the information relating to obtain the other party, and any antitrust clearance of their respective subsidiaries, which appears in any filing made with, or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justicewritten materials submitted to, any state attorney general, any foreign competition authority third party or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by and file all applications and other filings with . In exercising the FCC seeking the consent or waiver foregoing right, each of the FCC that are necessary 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 with copies of written communications received by them or appropriate to consummate their subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement; Agreement or by the other Transaction Documents, other than any communications received by the Investor from, or delivered by the Investor to, the IRS (D) promptly provide all notifications and registrations required by, and file all applications and other filings with, each applicable State PUC seeking consent than in respect of information filed or waiver of each applicable State PUC that are necessary or appropriate otherwise submitted confidentially to consummate the transactions contemplated by this Agreement; and (E) promptly provide all notifications and registrations required by, and file all applications and other filings with, each any such Governmental Franchising Authority or other Governmental Entity seeking the consent of the Governmental Franchising Authority or other Governmental Entity that are necessary or appropriate to consummate the transactions contemplated by this AgreementEntity).

Filings; Other Actions. (a) Each of Purchaser, on the one hand, and the Company, Parent on the other hand, will cooperate and Merger Sub shall: (i) promptly make consult with the other and effect all registrations, filings and submissions required to be made or effected by it pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (B) promptly take, and cause its Affiliates to take, all actions necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by prepare and file all applications necessary documentation, to effect all necessary applications, notices, petitions, filings and other filings with documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, including, without limitation, the FCC seeking Required Approvals, and the consent expiration or waiver termination of the FCC that are any applicable waiting period, necessary or appropriate advisable to consummate the transactions contemplated by this Agreement; (D) promptly provide all notifications and registrations required by, and file all applications and other filings with, each applicable State PUC seeking consent or waiver of each applicable State PUC that are necessary or appropriate to consummate perform the transactions 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, 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 Purchaser promptly obtain or submit, as the case may be, as promptly as practicable, (i) the approvals and authorizations of, filings, applications and registrations with, and notifications to, or expiration or termination of any applicable waiting period, under the HOLA (it being understood and agreed that such application shall reflect and seek approval for the “silo” structure previously disclosed to the Company (and set forth in the Purchaser’s Disclosure Schedule) and that no person other than Purchaser and the other Applicants listed on Schedule F (nor any investors in any fund sponsored or advised by MatlinPatterson, including investors in MatlinPatterson Global Opportunities Partners III L.P. or MatlinPatterson Global Opportunities Partners Cayman III L.P.) shall be required to file or become parties to any such filing or registration, or in any way become subject to HOLA or restrictions or requirements thereunder), and, as applicable, any such approvals and authorizations, filings, applications and registrations shall include information and documentation to implement the securities trading platform as described at Schedule 3.1(a) of the Purchaser Disclosure Schedule and otherwise shall be consistent with the silo structure referred to above and (Eii) promptly provide all notifications a written determination, in form and registrations required bysubstance reasonably satisfactory to the relevant Applicant and notified to Purchaser, of each of the FDIC and the OTS that neither MatlinPatterson nor any fund sponsored or advised by it or its Affiliates (other than the Applicants) will control the Company or the Bank or be an “institution affiliated party” (as defined in 12 USC Section 1813(u)) with respect thereto. Purchaser and the Company will have the right to review in advance, and file to the extent practicable, each will consult with the other in each case, subject to applicable laws relating to the exchange of information, all applications the information relating to such other party, and other filings any of their respective Affiliates, which appears in any filing made with, each Governmental Franchising Authority or other written materials submitted to, any third party or any Governmental Entity seeking the consent of the Governmental Franchising Authority or other Governmental Entity that are necessary or appropriate to consummate 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 referred to in this

Filings; Other Actions. (a) Each As set forth in the Certificate of Designations, the Shares shall be initially issued to the Purchasers without voting rights in the election of directors of the Company. After issuance and following the expiration or termination of the waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Shares shall gain the right to vote together with the Common Stock of the Company, Parent pursuant to, and Merger Sub shall: in accordance with, the terms of the Certificate of Designations (i) the “Purchaser Election”). The Purchasers and the Company shall use all reasonable best efforts to obtain or submit, as the case may be, as promptly make as practicable following the date hereof, the approvals and effect all registrationsauthorizations of, filings and submissions required to be made registrations with, and notifications to, or effected by it expiration or termination of any applicable waiting period, under the HSR Act and other applicable antitrust Laws in connection with the Purchaser Election (the “Anti-Trust Approval”). Without limiting the foregoing, the Purchasers and the Company shall each prepare and file within ten (10) business days after the date hereof a Notification and Report Form pursuant to the HSR Act, the Exchange Act and other applicable Legal Requirements with respect to the Merger, including notifications, applications or other filings required by the Telecommunications Regulatory Authorities and Governmental Franchising Authorities under applicable Legal Requirements and (ii) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each of the Company, Parent and Merger Sub agrees to use reasonable best efforts to: (A) promptly provide all information requested by any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; (B) promptly take, and cause its Affiliates to take, all actions necessary to obtain any antitrust clearance or similar clearance required to be obtained from the Federal Trade Commission, the Department of Justice, any state attorney general, any foreign competition authority or any other Governmental Entity in connection with the transactions contemplated by this Agreement; (C) promptly provide all notifications required by . In connection with such undertakings, 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 applications necessary documentation, to effect all necessary applications, notices, petitions, filings and other filings with the FCC seeking the consent documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or waiver of the FCC that are any exemption by, all third parties and Governmental Entities, necessary or appropriate advisable to consummate the transactions contemplated by this Agreement; (D) promptly provide all notifications , including obtaining the Anti-Trust Approval. Each of the Purchasers and registrations required bythe Company shall execute and deliver both before and after the Closing such further certificates, and file all applications agreements and other filings with, each applicable State PUC seeking consent or waiver of each applicable State PUC that are necessary or appropriate documents and take such other actions as the other party may reasonably request to consummate the or implement such transactions contemplated by this Agreement; and (E) promptly provide all notifications and registrations required by, and file all applications and other filings with, each Governmental Franchising Authority or other Governmental Entity seeking the consent of the Governmental Franchising Authority to evidence such events or other Governmental Entity that are necessary or appropriate to consummate the transactions contemplated by this Agreementmatters.