Common use of Reasonable Best Efforts Clause in Contracts

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.09), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including including: (i) the obtaining of all necessary actions or nonactionsPermits, waivers, consents and approvals actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Entities; (ii) the obtaining of all necessary consents, approvals material consents or waivers from third parties, ; and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Mergers and to fully carry out the purposes of, of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company, on the one hand, or Parent, Merger Sub, or Second Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll, or extend any applicable waiting period under any applicable Laws, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned, or delayed). (b) In connection with and without limiting the foregoing, event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger Mergers or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, take the Company shall cooperate in all respects with Parent, Merger Sub, and Second Merger Sub and shall use its reasonable best efforts to contest and resist any such action necessary or proceeding and to ensure have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebyAgreement. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the obtaining of obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of Entities, make all necessary registrations registrations, declarations and filings and the taking of take all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding any Action by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of vigorously resist and contest any lawsuits Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other legal proceedingsorder (whether temporary, whether judicial preliminary or administrativepermanent) that is in effect and that could restrict, challenging this Agreement prevent or the prohibit consummation of the transactions contemplated hereby, including, without limitation, by this Agreement vigorously pursuing all avenues of administrative and judicial appeal, and (iv) the execution execute and delivery of deliver any additional instruments necessary to consummate the transactions contemplated by, hereby and fully to fully carry out the purposes of, of this Agreement. (b) In ; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any material fee, penalty or other consideration or make any other material concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the parties hereto shall furnish to each other party such necessary information and without limiting reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the other transactions contemplated herebyOffer, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated Agreement. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable on the terms contemplated hereby and otherwise practicable. Subject to minimize the effect of such statute or regulation on the Merger applicable Law and the instructions of any Governmental Entity, the Company and Parent shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. (cb) In connection Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with and without limiting the foregoingrespect to, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") any of the Bank with Citibank FSBassets or businesses of Parent or any of its Affiliates or, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon assuming the consummation of the Merger, the Surviving Corporation or any of its Affiliates, (ii) agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares) or (iii) enter into any agreement that in any way limits the ownership or operation of any business of Parent, the Company, the Surviving Corporation or any of their respective Affiliates, in each case if such action would be material to the business and financial condition of Parent and its Subsidiaries (including the Company) taken as a whole after consummation of the Offer and the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations advisable, to consummate and make effective effective, in the most expeditious manner practicable, the Company Merger and the other transactions contemplated by this Agreement, including including, but not limited to: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings with, and the taking of all other reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityEntity (including those in connection with the HSR Act, if applicable); (ii) the obtaining of all necessary consents, approvals or waivers from third parties, persons other than Governmental Entities; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. (b) In connection with and without limiting . Notwithstanding the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to nothing in this Agreement shall be deemed to require any party hereto to enter into any agreement with any Governmental Entity or to consent to any order, decree or judgment requiring such party to hold, separate or divest, or to restrict the Merger dominion or control of such party or any of its Affiliates over, any of the other transactions contemplated herebyassets, and (ii) if any state takeover statute properties or similar statute businesses of such party or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable its Affiliates in existence on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebydate hereof. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.4 and Section 5.7 hereof, and upon the other terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, as expeditiously as possible after the Merger date hereof (and in any event before the Termination Date), the Acquisition and the other transactions contemplated by this Agreement, including by using reasonable best efforts to: (i) cause the obtaining of conditions precedent set forth in Article VI to be satisfied, (ii) obtain all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of obtain all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedingsincluding all Necessary Consents, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) . In connection with and without limiting the foregoing, the Company and Parent shall (i) its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Acquisition, this Agreement or any of the transactions contemplated by this Agreement, use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger Acquisition and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger Acquisition (including by seeking a waiver of the application of any such Legal Requirement, if available), this Agreement and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in this Agreement, each of the parties hereto The Company shall use its reasonable best efforts (subject to, and in accordance with, applicable lawshall cause its Subsidiaries to use their respective reasonable best efforts) to take promptly, or cause to be taken, taken all actions, and to do promptly, or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its or their part under this Agreement and applicable laws to cooperate with the Investor and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including including: (i) the obtaining of preparing and filing as promptly as practicable all documentation to effect all necessary actions or nonactionsnotices, waivers, consents reports and approvals from Governmental Entities and the making of all necessary registrations and other filings and the taking of all steps as may be necessary to obtain an approval as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or waiver from, advisable to be obtained from any third party or to avoid an action or proceeding by, any Governmental Entity, governmental entity; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal actions or proceedings, whether judicial or administrative, challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed; and (iii) executing, delivering and filing, as applicable, any additional ancillary instruments or agreements necessary to consummate the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to of this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parentthereby, including, without limitation, a Standstill Agreement (the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval“Standstill Agreement”) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, between the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent the Investor, in order to permit all of the indebtedness outstanding under the Indenture, dated form attached hereto as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.Exhibit A.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (subject tounless, and in accordance withwith respect to any action, applicable lawanother standard of performance is expressly provided for herein) to take promptlypromptly (i) take, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and regulations to consummate and make effective effective, in the most expeditious manner reasonably practicable (and in any event prior to the End Date), the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of preparing and filing promptly and fully all documentation to effect all necessary actions or nonactionsadvisable filings, waiversnotices, consents petitions, statements, registrations, submissions of information, applications and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entityother documents, (ii) the obtaining of obtain all necessary approvals, consents, approvals registrations, waivers, Permits, authorizations, orders and other confirmations from any Governmental Entity necessary, proper or waivers from third partiesadvisable to consummate the transactions contemplated by this Agreement, (iii) execute and deliver any additional instruments necessary to consummate the defending of any lawsuits or Merger and the other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the execution and delivery consummation of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement, in the case of each of clauses (i) through (iv), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, Permits, authorizations and other confirmations relating to Regulatory Laws, which are the subject of Section 6.03(c) and Section 6.03(d). (b) In connection with furtherance and without limiting not in limitation of the foregoing, the Company and Parent shall (i) each use their its reasonable best efforts to (i) take all action necessary to ensure that no state takeover “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation (collectively, “Takeover Laws”) is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, by this Agreement and refrain from taking any actions that would cause the applicability of such Takeover Laws and (ii) if the restrictions of any state takeover statute or similar statute or regulation becomes Takeover Law become applicable to any of the transactions contemplated by this Agreement or the Merger or any other transaction contemplated herebyAgreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise to lawfully minimize the effect of such statute or regulation Takeover Law on the Merger and the other transactions contemplated hereby. (c) In connection Each of the parties hereto agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and make any filing required under any other applicable Regulatory Law with respect to the transactions contemplated by this Agreement (x) in the case of the Notification and without limiting Report Form pursuant to the foregoingHSR Act within ten (10) Business Days after the date hereof and, (y) in the case of all other filings under any other Regulatory Law, as promptly as reasonably practicable following the date hereof, or, in each case, as otherwise agreed to by the Company and Parent shall Parent, (ii) supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act or any other applicable Regulatory Law and (iii) use their its reasonable best efforts to effect cause the combination (the "Bank Combination") expiration or termination of the Bank applicable waiting periods under the HSR Act and any other applicable Regulatory Laws and to obtain all consents under any Regulatory Laws that may be required by the FTC, DOJ or any Governmental Entity, so as to enable the parties hereto to consummate the Merger and the other transactions contemplated hereby in the most expeditious manner reasonably practicable (and in any event prior to the End Date). In furtherance and not in limitation of the foregoing, each party hereto shall use its reasonable best efforts to resolve objections, if any, as may be asserted with Citibank FSBrespect to the transactions contemplated by this Agreement under any Regulatory Law, including (A) defending any Action challenging this Agreement or the consummation of the transactions contemplated hereby(including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), (B) proposing, negotiating, committing to, effecting, agreeing to and executing, by settlements, undertakings, consent decrees, hold separate order, stipulations or other agreements with any Governmental Entity or with any other Person the sale divestiture, license, holding separate, behavioral or other operational conditions, and other disposition of and restriction on the businesses, assets, properties, product lines, and equity interests of, or another banking subsidiary changes to the conduct of business of Parent, includingthe Company or their respective Subsidiaries, (C) creating or terminating relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries and (D) effectuating any other change or restructuring of the Company or Parent or their respective Subsidiaries, in each case, to the extent necessary to obtain the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Regulatory Laws and to obtain all consents under any Regulatory Laws or to resolve any objections asserted by any Governmental Entity with competent jurisdiction (each such action under the foregoing clauses (A), (B), (C), (D), a “Regulatory Action”). Notwithstanding anything to the contrary in this Section 6.03 or elsewhere in this Agreement, nothing in this Agreement shall (W) require Parent or Merger Sub to undertake (and the Company will not undertake any such action without limitationParent’s prior written consent) any Regulatory Action if such Regulatory Action would, individually or in the obtaining of all necessary actions or nonactionsaggregate, waivers, consents reasonably be expected to have a material adverse effect on Parent and approvals from Governmental Entities its Subsidiaries (including the OTS ApprovalSurviving Company and its Subsidiaries), taken as a whole after giving effect to the Merger, but measured on a scale relative to the size of the Company and its Subsidiaries, taken as a whole, prior to the Merger, (X) and require Parent, the making Company or their respective Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing, or (Y) require any of the parties to this Agreement to compensate any third party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such consent or approval. Other than with respect to the payment of all necessary registrations filing fees in connection therewith, which will be borne solely by Parent, the parties shall each bear their own costs and filings expenses of preparing such notifications and the taking of all steps as may be necessary to obtain an approval or waiver fromfilings, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval)fees of their respective legal counsel. (d) At Each of the reasonable request of Parent, the Company and its subsidiaries parties hereto shall use their its reasonable best efforts to (i) consult and cooperate in all respects with Parent each other in order connection with any filing or submission with a Governmental Entity by any Person in connection with the transactions contemplated by this Agreement and in connection with any investigation or other inquiry by or before a Governmental Entity relating to permit all the transactions contemplated by this Agreement, including any proceeding initiated by a private party, (ii) keep the other parties hereto promptly informed of any communication received by such party from the FTC, the DOJ or any other Governmental Entity and of any communication received in connection with any proceeding by a private party, in each case regarding any of the indebtedness outstanding under transactions contemplated by this Agreement (and in the Indenturecase of written communications, dated as furnish the other parties with a copy of August 6such communication), 1998(iii) permit the other parties to review and discuss in advance, between Mercury State Holdings Inc. and The Bank consider in good faith the views of New Yorkthe other party in connection with, any proposed filing, submission or other communication to any Governmental Entity or private party), and (iv) to the extent not prohibited by the FTC, the DOJ or such other applicable Governmental Entity or private party, as trustee the case may be, give the other parties hereto the opportunity to attend and participate in any meetings (including any amendments and supplemental indentureswhether in-person, the "Indenture"by teleconference or otherwise), telephone or video calls or other conferences. Notwithstanding the forgoing, any party may, as it deems advisable and necessary, reasonably (x) redact materials to protect competitively sensitive information or information concerning valuation, or as necessary to address reasonable attorney-client, attorney work product or other privilege concerns and (y) reasonably designate any competitively sensitive material provided to the other parties under this Section 6.03(c) as “outside counsel only” (such materials and the information contained therein shall be called for redemption and redeemed as promptly as possible following given only to the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 outside legal counsel of the Indenture from 60 days recipient and will not be disclosed by such outside counsel to 30 days employees, officers, or agree to accept a redemption notice that is conditioned upon the consummation directors of the Mergerrecipient, unless express written permission is obtained in advance from the party providing the materials).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, Parent, Sub and the Company each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable and prior to the consummation of the Parent Distribution, the Restructuring, the Company Distribution and the Merger and the other transactions contemplated by this Agreementthe Transaction Agreements, including (i) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings and the taking of all steps as may be necessary to obtain an approval approval, waiver, order or waiver authorization from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary waivers, consents, approvals approvals, orders or waivers authorizations from third parties, (iii) the defending of any lawsuits suit, action or other legal proceedingsproceeding, whether judicial or administrative, challenging this any Transaction Agreement or the consummation of any of the transactions contemplated by this Agreement any Transaction Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreementthe Transaction Agreements. (b) In connection with and without limiting the foregoing, the Company and Parent its Board of Directors shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the Merger Transaction Agreements or any of the other transactions contemplated hereby, thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.Transaction Agreements or

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this AgreementAgreement and subject to the provisions of Sections 5.3 and 5.12 below, Company and Parent shall each of cooperate with the parties hereto other and use (and shall use its cause their respective Subsidiaries to use) their respective reasonable best efforts (subject tounless, and in accordance withwith respect to any action, applicable lawanother standard of performance is expressly provided for herein) to (a) promptly (i) take promptly, or cause to be taken, taken all actions, and to do promptly, or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws Laws, to cause the conditions to Closing to be satisfied and regulations to consummate and make effective the Merger and the other transactions contemplated by this AgreementTransactions as soon as practicable, including (i) the obtaining of preparing and filing promptly and fully all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, consents petitions, statements, registrations, submissions of information, applications and approvals from Governmental Entities other documents (except that the Certificate of Merger shall be filed contemporaneously with the Closing), and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of obtain all necessary approvals, consents, approvals registrations, permits, authorizations and other confirmations from any Governmental Entity or waivers from third partiesPerson necessary, (iii) the defending of any lawsuits proper or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary advisable to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their take all reasonable best efforts actions necessary to ensure that no state takeover statute or similar statute or regulation Law is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated herebyTransactions and, and (ii) if any state takeover statute or similar statute or regulation Law becomes applicable to this Agreement or the Merger Company or any other transaction contemplated herebyof the Transactions, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise to lawfully minimize the effect of such statute or regulation Law on the Merger and the other transactions contemplated herebyTransactions. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as reasonably practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approvalfilings with Governmental Entities) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity and (including iii) the OTS Approval)execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent, Sub and the Company shall as promptly as reasonably practicable duly file with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “Antitrust Division”) the notification and report form required under the HSR Act with respect to the transactions contemplated by this Agreement. (db) At Each of Parent and the Company shall (i) respond as promptly as reasonably practicable under the circumstances to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from either Governmental Entity, (ii) not extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). Parent and the Company shall, from the date of this Agreement until the Outside Date, use their respective reasonable request best efforts to avoid the entry of, or to have lifted, vacated or terminated, any injunction or Judgment that would restrain, prevent or delay the Closing. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.03(a) and (b), if any objections are asserted or if any suit is instituted (or threatened to be instituted) by the FTC, the Antitrust Division or any other applicable Governmental Entity or any private party with respect to any of the transactions contemplated hereby that would prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby, each of Parent, Sub and the Company shall use its reasonable best efforts, and its subsidiaries shall cause their Affiliates to use their reasonable best efforts and cooperate with Parent in order efforts, to resolve any such objections or suits so as to permit all consummation of the indebtedness outstanding under transactions contemplated hereby, including by selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits, agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or permitting the Indenturesale, dated as holding separate or other disposition of, any of August 6, 1998, between Mercury State Holdings Inc. and The Bank its assets or the assets of New York, as trustee (including its Subsidiaries or the conducting of its business in a manner which would resolve such objections or suits; provided that any amendments and supplemental indentures, the "Indenture"), such action with respect to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and or its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is Subsidiaries shall be conditioned upon the consummation of the Merger. (d) Each of the Company, Parent and Sub agrees that, between the date of this Agreement and the Closing Date, except as permitted by Section 4.02, they shall not, and shall cause their Affiliates not to, directly or indirectly, take any action that, individually or in the aggregate, would, or would reasonably be expected to, prevent or materially impede, interfere with, hinder or delay the consummation of the Merger and the other transactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.8), each of the parties hereto shall use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including including: (i) the obtaining of all necessary actions or nonactionsPermits, waivers, consents and approvals actions or nonactions from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Authorities; (ii) the obtaining of all necessary consents, approvals consents or waivers from third parties, ; and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transaction and to fully carry out the purposes of, of this Agreement. The Company and Purchaser shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement. If the Company, on the one hand, or Purchaser, on the other hand, receives a request for information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Authority, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Authority in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. The Company shall not commit to or agree with any Governmental Authority to stay, toll, or extend any applicable waiting period under the HSR Act, if ultimately applicable, or other applicable Antitrust Laws, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned, or delayed). (b) In connection with and without Without limiting the foregoinggenerality of the undertakings pursuant to Section 6.8(a) hereof, the Company and Parent shall parties hereto shall: (i) if applicable, provide or cause to be provided as promptly as reasonably practicable to Governmental Authorities with jurisdiction over the Antitrust Laws (each such Governmental Authority, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper, or advisable to permit consummation of the transactions contemplated by this Agreement, and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws; and (ii) subject to the terms set forth in Section 6.8(c) hereof, use their reasonable best efforts to ensure that no state takeover statute take such actions as are necessary or similar statute or regulation is or becomes applicable advisable to this Agreement or the Merger or any obtain prompt approval of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or consummation of the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect by any Governmental Authority or expiration of such statute or regulation on the Merger and the other transactions contemplated herebyapplicable waiting periods. (c) In connection with and without limiting the foregoingevent that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the Transaction or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Purchaser and Parent shall use their its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any Governmental Order, whether temporary, preliminary, or permanent, that is in effect the combination (the "Bank Combination") and that prohibits, prevents, or restricts consummation of the Bank with Citibank FSBtransactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, neither Purchaser nor any of its Affiliates shall be required to defend, contest, or another banking subsidiary of Parentresist any action or proceeding, including, without limitation, the obtaining of all necessary actions whether judicial or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver fromadministrative, or to avoid an take any action to have vacated, lifted, reversed, or proceeding by, overturned any Governmental Entity (including Order, in connection with the OTS Approval)transactions contemplated by this Agreement. (d) At Notwithstanding anything to the reasonable request contrary set forth in this Agreement, neither Purchaser nor any of Parentits Affiliates shall be required to, and the Company may not, without the prior written consent of Purchaser, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement, or Governmental Order to: (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets, business, or portion of business of the Company, Purchaser, or any of their respective subsidiaries, other than the sale of Purchaser’s MMTC License; (ii) conduct, restrict, operate, invest, or otherwise change the assets, business, or portion of business of the Company, Purchaser, or any of their respective subsidiaries in any manner; or (iii) impose any restriction, requirement, or limitation on the operation of the business or portion of the business of the Company, Purchaser, or any of their respective subsidiaries; provided, that if requested by Purchaser, the Company and its subsidiaries shall use their reasonable best efforts and cooperate will become subject to, consent to, or offer or agree to, or otherwise take any action with Parent in order to permit all of the indebtedness outstanding under the Indenturerespect to, dated any such requirement, condition, limitation, understanding, agreement, or Governmental Order so long as of August 6such requirement, 1998condition, between Mercury State Holdings Inc. and The Bank of New Yorklimitation, as trustee (including any amendments and supplemental indenturesunderstanding, the "Indenture")agreement, to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, or Governmental Order is only binding on the Company and its subsidiaries agree to request that The Bank of New York consent to shorten in the notice period required pursuant to Section 3.02 of event the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the MergerClosing occurs.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the Merger most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the obtaining of obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of Entities, make all necessary registrations registrations, declarations and filings and the taking of make all steps as may be necessary commercially reasonable efforts to obtain an approval or waiver from, or to avoid an action or proceeding any Action by, any Governmental Entity, (ii) including filings under the obtaining HSR Act with the United States Federal Trade Commission and the Antitrust Division of all necessary consentsthe United States Department of Justice, approvals or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement execute and (iv) the execution and delivery of deliver any additional instruments necessary to consummate the transactions contemplated by, hereby and fully to fully carry out the purposes of, of this Agreement. (b) In ; provided, however, that neither the Company nor any of its Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of Parent. Each of the Parties shall furnish to each other Party such necessary information and without limiting reasonable assistance as such other Party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Parent and the Company shall each have the right to review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Mergers and the other transactions contemplated hereby. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any keep each other reasonably apprised of the other status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other Party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection therewith. (b) Notwithstanding any other provision of this Agreement to the contrary, in no event shall Parent or any of its Affiliates be required to (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any of the assets or businesses of Parent or any of its Affiliates or, assuming the consummation of the Mergers, the Surviving Corporation, the Surviving Company or any of their respective Affiliates, (ii) if agree or proffer to limit in any state takeover statute manner whatsoever or similar statute or regulation becomes applicable not to this Agreement or the Merger or exercise any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect rights of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") ownership of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities any securities (including the OTS ApprovalShares) and or (iii) enter into any agreement that in any way limits the making ownership or operation of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval any business, properties or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request assets of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indenturesCompany, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereofSurviving Corporation, the Surviving Company and its subsidiaries agree to request that The Bank or any of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Mergertheir respective Affiliates.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this AgreementMerger, including using reasonable best efforts to accomplish the following: (i) the taking of such reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all such reasonably necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all such reasonably necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all such reasonable steps as may be reasonably necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary such material consents, approvals or waivers from third partiesparties required as a result of the Merger, including the consents referred to in Schedule 2.5 of the Company Schedules, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated Merger, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed, and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting . Notwithstanding anything herein to the foregoingcontrary, nothing in this Agreement shall be deemed to require BRPA or the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable agree to this Agreement or the Merger any divestiture by itself or any of the other transactions contemplated herebyits Affiliates of shares of capital stock or of any business, and (ii) if any state takeover statute assets or similar statute or regulation becomes applicable to this Agreement property, or the Merger or imposition of any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable material limitation on the terms contemplated hereby and otherwise ability of any of them to minimize the effect conduct their business or to own or exercise control of such statute or regulation on the Merger assets, properties and the other transactions contemplated herebystock. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.9), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including including: (i) the obtaining of all necessary actions or nonactionsPermits, waivers, consents and approvals actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Entities; (ii) the obtaining of all necessary consents, approvals consents or waivers from third parties, ; and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes ofof this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company, on the one hand, or Parent or Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. (b) In connection with and without limiting the foregoing, the The Company and Parent shall (i) use their its reasonable best efforts to ensure that no state takeover statute obtain, for itself or similar statute one of its Subsidiaries, authority, whether by provisional license, provisional permit, co- license, contractual right, or regulation is otherwise, to conduct the Company’s intended cannabis activities at a location in either Needles, California or becomes applicable Los Angeles, California (the “Southern California License”). If the Company has not obtained the Southern California License, but all conditions to Closing set forth in Article VII (other than Section 7.2(f)) have been satisfied or waived and this Agreement has not been terminated pursuant to Article VIII, then the parties hereto shall consummate the Merger pursuant to this Agreement or the and 200,000 shares of Parent Stock otherwise issuable as Closing Date Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required Consideration pursuant to Section 3.02 2.3(a)(i) shall be withheld and delivered to the Escrow Agent and, so long as the Southern California License is obtained on or before April 15, 2019 (subject to extension if agreed to by Parent and the Stockholder Representative in their reasonable discretion), shall be released to the Exchange Agent for further delivery to the record holders of Company Stock in the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Mergersame manner as set forth in Section 2.3(b).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ia) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (b) the obtaining of all necessary actions or nonactionsactions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityAuthority with respect to the transactions contemplated hereunder, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiic) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Authority vacated or reversed and (ivd) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without . Without limiting the foregoing, until the Company and Effective Time, Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the cause Merger and the other transactions contemplated by Sub to perform its obligations under this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting Agreement. Notwithstanding the foregoing, nothing contained in this Section 6.1 shall require any party to waive or exercise any right hereunder which is waivable or exercisable in the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") sole discretion of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval)such party. (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.09), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including including (i) the obtaining of all necessary actions or nonactionspermits, waivers, consents consents, approvals and approvals actions or non-actions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Entities (ii) the obtaining of all necessary consents, approvals consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of, of this Agreement. Parent will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company and Parent shall, subject to applicable Law, promptly (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party's counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (b) In connection with and without Without limiting the foregoinggenerality of the undertakings pursuant to Section 5.09(a) hereof, the Company and Parent parties hereto shall (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a "Governmental Antitrust Authority") information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement (provided that in the case of the filing under the HSR Act, such filing shall be made within 10 Business Days of the date of this Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) subject to the terms set forth in Section 5.09(c) hereof, use their reasonable best efforts to ensure that no state takeover statute take such actions as are necessary or similar statute or regulation is or becomes applicable advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods. (c) In the Merger event that any administrative or any of the other transactions contemplated hereby, and judicial action or proceeding is instituted (iior threatened to be instituted) if any state takeover statute by a Governmental Entity or similar statute or regulation becomes applicable to this Agreement or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, take the Company shall cooperate in all respects with Parent and Merger Subsidiary and shall use its reasonable best efforts to contest and resist any such action necessary or proceeding and to ensure have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement may be consummated as promptly as practicable on to the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoingcontrary, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary none of Parent, includingMerger Subsidiary or any of their Affiliates shall be required to defend, without limitationcontest or resist any action or proceeding, the obtaining of all necessary actions whether judicial or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver fromadministrative, or to avoid an take any action to have vacated, lifted, reversed or proceeding byoverturned any Order, any Governmental Entity (including in connection with the OTS Approval)transactions contemplated by this Agreement. (d) At Notwithstanding anything to the reasonable request contrary set forth in this Agreement, none of Parent, Merger Subsidiary or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Subsidiary or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Subsidiary or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Subsidiary or any of their respective Subsidiaries; provided that, if requested by Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate will become subject to, consent to, or offer or agree to, or otherwise take any action with Parent in respect to, any such requirement, condition, limitation, understanding, agreement or order to permit all of the indebtedness outstanding under the Indentureso long as such requirement, dated as of August 6condition, 1998limitation, between Mercury State Holdings Inc. and The Bank of New Yorkunderstanding, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, agreement or order is only binding on the Company and its subsidiaries agree to request that The Bank of New York consent to shorten in the notice period required pursuant to Section 3.02 of event the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the MergerClosing occurs.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and Acquisition Sub, on the parties hereto one hand, and (without limiting the rights of the Company specifically provided under Section 6.2, Section 6.3, Section 6.4 and Section 6.5) the Company, on the other hand, shall use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable laws and regulations Law or otherwise to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to, in all cases subject to Section 6.2: (i) cause the obtaining of conditions to the Merger set forth in Article VII to be satisfied; (ii) obtain all necessary actions or nonactionsnon-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities Authorities and the making of make all necessary registrations registrations, declarations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any with Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments Authorities that are necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on Agreement; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the terms contemplated hereby and otherwise to minimize the effect Company or any of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In its Subsidiaries is a party in connection with this Agreement and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Mergertransactions contemplated hereby so as to maintain and preserve the benefits under such Material Contracts following the consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required to (nor without the prior consent of Parent shall it, or shall it agree to) pay any consent or other similar fee, “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, the Company and Purchaser shall each of cooperate with the parties hereto other and use (and shall use its cause their respective subsidiaries to use) their respective reasonable best efforts to promptly (subject to, and in accordance with, applicable lawi) to take promptly, or cause to be taken, taken all actions, and to do promptly, or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws and regulations Laws to consummate and make effective the Merger and the other transactions contemplated by this AgreementTransactions as soon as practicable, including (i) the obtaining of preparing and filing promptly and fully all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, consents petitions, statements, registrations, submissions of information, applications and approvals from Governmental Entities other documents and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of obtain all necessary approvals, consents, approvals registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Entity or waivers from third partiesparty necessary, (iii) the defending of any lawsuits proper or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary advisable to consummate the transactions contemplated byTransactions. Subject to applicable Laws relating to the exchange of information, the Company and Purchaser shall have the right to review in advance, and to fully carry out the purposes ofextent practicable each will consult the other on, this Agreementall the information relating to the Company and its subsidiaries or Purchaser and its subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Transactions. (b) In connection with furtherance and without limiting not in limitation of the foregoing, the Company and Parent Purchaser shall (i) each use their its reasonable best efforts to (x) take all action necessary to ensure that no state takeover statute or similar statute or regulation Law is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, Transactions and (iiy) if any state takeover statute or similar statute or regulation Law becomes applicable to this Agreement or any of the Merger or any other transaction contemplated herebyTransactions, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise to minimize the effect of such statute or regulation Law on the Merger and the other transactions contemplated herebyTransactions. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, and subject at all times to each Person’s and its directors’ duty to act in a manner consistent with their fiduciary duties, each of the parties hereto shall Zeekr and Geely, as applicable, will use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, and to or assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations Law promptly to consummate and make effective the Merger and the other transactions Transactions contemplated by this Agreementthe Transaction Agreements, including preparing, executing, submitting and filing promptly all documentation, and assisting with preparing, executing and filing of the documents, to effect all necessary notices, reports, applications, registrations and other filings and to obtain promptly all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained by it or its Affiliates from any third party and/or Governmental Entity (including (i) with respect to Geely, the obtaining Blue Sky Filings and the Geely NDRC Filings, the Geely MOFCOM Filings, and the Geely CSRC Filings, and (ii) with respect to Zeekr, the Zeekr CSRC Reporting) in order to consummate the Merger and the other Transactions contemplated by the Transaction Agreements. (b) In furtherance and without limiting the foregoing, Geely shall, subject to Zeekr’s compliance with Section 6.5(d) and Section 6.6(a), (i) make all filings, reporting, registrations and submissions in respect of all necessary actions or nonactions, waivers, consents Blue Sky Filings and approvals from Governmental Entities and Geely PRC Regulatory Filings as soon as reasonably practicable after the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entitydate hereof, (ii) the obtaining of thereafter use reasonable efforts to maintain in full force and effect all necessary consentssuch filings, approvals or waivers from third partiesreporting, registrations and submissions in foregoing (i),and (iii) use reasonable efforts to cause all of the defending Blue Sky Filings and Geely PRC Regulatory Filings to be completed before the Closing. (c) From and after the Closing, to the extent any filing, registration or reporting required in connection with the Geely NDRC Filings, the Geely MOFCOM Filings, and the Geely CSRC Filings or the Zeekr CSRC Reporting has not been made or completed prior to the Closing, Geely shall duly and timely make or complete, or shall cause the Surviving Corporation to duly and timely make or complete, as applicable, all such filings, registrations or reporting. (d) Notwithstanding the foregoing, nothing contained in this Agreement will require, or be construed to require, Geely or any of their respective Affiliates to, and neither Zeekr nor any of its Subsidiaries shall, proffer to, or agree to, sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate, before or after the Effective Time, any of the assets, licenses, operations, rights, products or businesses held by any of them prior to the Effective Time, or any interest therein, or to agree to any material change (including through a licensing arrangement) or restriction on, or other impairment of Geely’s or any of its Affiliates’ (including, after the Effective Time, Zeekr or its Subsidiaries) ability to own, manage or operate, any such assets, licenses, operations, rights, products or businesses, or any interest therein, or Geely’s ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the shares of the Surviving Corporation (any of the actions referred to in this Section 6.6(d), a “Non-Required Remedy”). (e) Each of Zeekr and Geely shall promptly inform the other of any lawsuits material communication with, and any material proposed understanding, undertaking or agreement with, any Governmental Entity or any official, representative or staff thereof regarding any such filings or any such investigations or inquiries. Each of Zeekr and Geely shall promptly inform and consult with the other in advance of any meeting, conference or communication with any Governmental Entity or any official, representative or staff thereof, and to the extent not prohibited by Law or by the applicable Governmental Entity, shall not participate in any substantive meeting (in person or by telephone) with any Governmental Entity or any official, representative or staff thereof in respect of any such filings, investigation or other legal proceedingsinquiry without giving the other party prior notice of, whether judicial and the opportunity to participate in, the meeting to the extent reasonably practicable. Each party shall furnish to the other party copies of all filings, submissions, correspondence and communications between it and its affiliates and their respective Representatives, on the one hand, and any Governmental Entity or administrativeany official, challenging this Agreement representative or staff thereof, on the consummation of other hand, with respect to the transactions contemplated by this Agreement and shall permit the other party a reasonable opportunity to review and comment on any such proposed filing, submission, correspondence and communication in advance and shall consider in good faith any such comments reasonably made by the other party. Each party may, as it deems advisable and necessary, reasonably designate sensitive material provided to the other party as “Counsel Only Material” and may reasonably redact the material as necessary to (i) remove commercially or personally sensitive information, (ii) remove references concerning the valuation of a party and its subsidiaries conducted in connection with the approval and adoption of this Agreement and the negotiations and investigations leading thereto, (iii) comply with contractual arrangements, (iv) prevent the execution loss of legal privilege, or (v) comply with applicable Law. Any such materials, as well as the information contained therein, shall be provided only to a receiving party’s outside and delivery of in-house counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any additional instruments necessary to consummate the transactions contemplated byemployees, and to fully carry out the purposes ofofficers, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any directors of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or receiving party without the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") advance written consent of the Bank with Citibank FSB, party supplying such materials or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval)information. (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to ----------------------- the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the Merger most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including (ia) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, by any Governmental Entity, (iib) the obtaining of all necessary consents, approvals or waivers from third parties, (iiic) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed, and (ivd) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. (b) In connection with and without limiting the foregoing; provided, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated herebyhowever, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and -------- ------- Company shall be under no obligation to take any action to the other transactions contemplated by this Agreement may extent that the Board of Directors shall conclude in good faith, after consultation with the Company's outside counsel, that such action could be consummated as promptly as practicable on inconsistent with the terms contemplated hereby and otherwise to minimize the effect Board of such statute or regulation on the Merger and the other transactions contemplated herebyDirectors' fiduciary obligations under applicable law. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and, subject to the limitations set forth herein, the taking of all steps and remedies as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed, and (ivv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) . In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state its Board of Directors shall, if any takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or the Merger or any of the other transactions contemplated herebyby this Agreement, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary use its reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger Merger, this Agreement and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including Section 6.02), each of the parties hereto shall use its all reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner reasonably practicable, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including including: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated Transactions, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement. ; provided, however, that Parent shall not be required to consent to any action described in paragraph (ba) of Annex 1 to this Agreement. In connection with and without limiting the foregoing, Parent, Sub, the Company and Parent the Company Board shall (iA) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement or the Merger or any of the other transactions contemplated hereby, and (iiB) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated herebyAgreement, take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger and the other transactions contemplated herebyTransactions. (cb) In connection with The Company shall give prompt notice orally and without limiting the foregoingin writing to Parent, the Company and Parent or Sub shall use their reasonable best efforts give prompt notice orally and in writing to effect the combination (Company, of any failure of any condition to the "Bank Combination") Offer set forth in Annex 1 or any condition to the Merger set forth in Article 8; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Bank with Citibank FSB, parties or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including conditions to the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all obligations of the indebtedness outstanding parties under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Mergerthis Agreement.

Reasonable Best Efforts. (a) Subject to the terms hereof, the Company, Parent and conditions set forth in this AgreementSub shall, and Parent and the Company shall cause their respective Subsidiaries to, each of the parties hereto shall use its their reasonable best efforts to: (subject to, and in accordance with, applicable lawi) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreementhereby as promptly as reasonably practicable; (ii) obtain from any Governmental Entity or any other third party any consents, including (i) the obtaining of all necessary actions or nonactionslicenses, permits, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver fromapprovals, authorizations, or orders, and send any notices, in each case, which are required to avoid an action be obtained, made or proceeding bysent by such party or any of their Subsidiaries in connection with the authorization, any Governmental Entity, (ii) the obtaining execution and delivery of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or and the consummation of the transactions contemplated by hereby; provided, that in connection therewith none of Parent, Sub, the Company or their respective Subsidiaries will be required to make or agree to make any material payment or accept any material conditions or obligations, including amendments to existing conditions and obligations; (iii) as promptly as practicable, make all necessary filings and notifications, and thereafter make any other required submissions and applications with respect to this Agreement Agreement, the Offer and the Merger required under any applicable statute, law, rule or regulation; and (iv) the execution and delivery of execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the . The Company and Parent shall (i) cooperate with each other in connection with the making of all such filings, submissions, applications and requests. The Company and Parent shall each use their reasonable best efforts to ensure that no state takeover statute furnish to each other (on an outside counsel basis if appropriate) all information required for any filing, submission, application or similar statute request to be made pursuant to the rules and regulations of any applicable statute, law, rule or regulation is or becomes applicable to this Agreement or in connection with the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebyAgreement. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the obtaining of obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Ryland Material Contract or Standard Pacific Material Contract, as applicable, (ii) obtain all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of Entities, make all necessary registrations registrations, declarations and filings and the taking of make all steps as may be necessary reasonable best efforts to obtain an approval or waiver from, or to avoid an action or proceeding any Action by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of vigorously resist and contest any lawsuits Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other legal proceedingsorder (whether temporary, whether judicial preliminary or administrativepermanent) that is in effect and that could restrict, challenging this Agreement prevent or the prohibit consummation of the Merger and the other transactions contemplated hereby, including, without limitation, by this Agreement vigorously pursuing all avenues of administrative and judicial appeal and (iv) the execution execute and delivery of deliver any additional instruments necessary to consummate the transactions contemplated by, hereby and fully to fully carry out the purposes of, of this Agreement. (b) In ; provided, however, that neither Ryland, Standard Pacific nor any of their respective Subsidiaries shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with and obtaining any consent without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any prior written consent of the other transactions contemplated herebyparty. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, Ryland and Standard Pacific shall each have the right to review in advance, and (ii) if to the extent practicable each shall consult with the other in connection with, all of the information relating to Ryland or Standard Pacific, as the case may be, and any state takeover statute of their respective Subsidiaries, that appears in any filing made with, or similar statute or regulation becomes applicable to this Agreement or the Merger or written materials submitted to, any other transaction contemplated hereby, take all action necessary to ensure that third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement Agreement; provided, however, that the parties shall be permitted to designate certain information as “outside counsel only” and/or to redact any information which could be protected by a claim of privilege or which may be consummated constitute a business secret. In exercising the foregoing rights, each of Ryland and Standard Pacific shall act reasonably and as promptly as practicable on the terms contemplated hereby and otherwise practicable. Subject to minimize the effect of such statute or regulation on the Merger applicable Law and the instructions of any Governmental Entity, Ryland and Standard Pacific shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other written communications received by Ryland or Standard Pacific, as the case may be, or any of their respective Subsidiaries, from any Governmental Entity and/or third party with respect to such transactions, and, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, the Company, on the one hand, and Purchaser, on the other hand, shall (and shall cause their respective Affiliates to) cooperate with each of the parties hereto shall other and use its their respective reasonable best efforts (subject to, and in accordance with, applicable law) to take promptly, or cause to be taken, taken all actions, and to do promptly, or cause to be donedone all things, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable on its part under this Agreement and applicable laws and regulations Laws to consummate and make effective the Merger transactions contemplated hereby as soon as reasonably practicable, including to (i) promptly prepare and file (as applicable) all permits, consents, approvals, confirmations (whether in writing or orally) and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the other transactions contemplated hereby, including those listed on Section 1.2(d)(1)(B) of the Company Disclosure Schedules, as promptly as reasonably practicable following the date hereof and in any event no later than fifteen (15) business days following the date hereof, and (ii) respond to any request for information from any Governmental Entity relating to the foregoing, so as to enable the parties hereto to consummate the transactions contemplated by this Agreement; provided, including however, that nothing herein shall require the Company or Purchaser to pay or commit to pay any amount or incur any material obligation in favor of or grant any material accommodation (financial or otherwise) to any person in connection with such efforts. In no event shall Purchaser be required to agree to provide capital or other financial support to the Company or any of its Subsidiaries thereof other than the Purchase Price to be paid for the Securities to be purchased by it pursuant to the terms of, or subject to the conditions set forth in, this Agreement. (b) To the extent permitted by Law, each of Purchaser and the Company will (i) have the obtaining right to review in advance all information to the extent relating to such party and any of all necessary actions or nonactionsits respective Affiliates and its and their respective directors, waiversofficers, consents partners and approvals from Governmental Entities and the making of all necessary registrations and stockholders which appears in any proposed filings and the taking of all steps as may to be necessary to obtain an approval or waiver frommade with, or written materials to avoid an action or proceeding bybe submitted to, any Governmental EntityEntity (and each will consult with the other party relating to the exchange of such filings and shall consider in good faith any comments made by the other party in relation thereto, including with respect to all information which appears in any filings relating to the other party and any of its respective Affiliates and its and their respective directors and officers) and (ii) keep each other reasonably informed of, and consult with the obtaining of all necessary consentsother in advance of, approvals any substantive meeting or waivers from third parties, (iii) conference with any Governmental Entity that is reasonably likely to relate to the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging transactions contemplated by this Agreement or affect Purchaser or its investment in the Company in connection with the transactions. In exercising the foregoing right, each party agrees to act reasonably and as promptly as reasonably practicable. To the extent permitted by applicable Law, each party agrees to keep the other party reasonably apprised of the status of matters referred to in this Section 3.2(b). (c) To the extent permitted by applicable Law, the parties shall promptly advise each other upon receiving any material communication from any Governmental Entity whose consent, waiver, approval or authorization is required for the consummation of the transactions contemplated by this Agreement and (iv) Agreement, including any communication that causes such party to believe that there is a reasonable likelihood that any required approval, consent or authorization from a Governmental Entity related to the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may will not be consummated as promptly as practicable on obtained or that the terms contemplated hereby and otherwise to minimize the effect receipt of such statute approval, consent or regulation on the Merger and the other transactions contemplated herebyauthorization will be materially delayed or conditioned. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.10), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactionspermits, waivers, consents consents, approvals and approvals actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityEntities, (ii) the obtaining of all necessary consents, approvals consents or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of, of this Agreement. Acquirer will take all action necessary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Target and Acquirer shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Target or Acquirer receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Acquirer nor the Target shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (b) In connection with and without Without limiting the foregoinggenerality of the undertakings pursuant to Section 5.10(a) hereof, the Company and Parent parties hereto shall (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement (provided that in the case of the filing under the HSR Act, such filing shall be made within 15 Business Days of the date of this Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) subject to the terms set forth in Section 5.10(c) hereof, use their reasonable best efforts to ensure that no state takeover statute take such actions as are necessary or similar statute or regulation is or becomes applicable advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods. (c) In the Merger event that any administrative or any of the other transactions contemplated hereby, and judicial action or proceeding is instituted (iior threatened to be instituted) if any state takeover statute by a Governmental Entity or similar statute or regulation becomes applicable to this Agreement or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, take the Target shall cooperate in all respects with Acquirer and shall use its reasonable best efforts to contest and resist any such action necessary or proceeding and to ensure have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement may to the contrary, none of Acquirer or any of its Affiliates shall be consummated as promptly as practicable on the terms contemplated hereby and otherwise required to minimize the effect of such statute defend, contest or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoingresist any action or proceeding, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, whether judicial or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver fromadministrative, or to avoid an take any action to have vacated, lifted, reversed or proceeding byoverturned any Order, any Governmental Entity (including in connection with the OTS Approval)transactions contemplated by this Agreement. (d) At Notwithstanding anything to the reasonable request contrary set forth in this Agreement, none of ParentAcquirer or any of its Subsidiaries shall be required to, and the Target may not, without the prior written consent of Acquirer, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets (outside the ordinary course of business), business or portion of business of the Target, Acquirer, or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Target, Acquirer, or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Target, Acquirer, or any of their respective Subsidiaries; provided that, if requested by Acquirer, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the IndentureTarget will become subject to, dated as of August 6consent to, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or offer or agree to accept a redemption notice that to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is conditioned upon only binding on the consummation of Target in the Mergerevent the Closing occurs.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Shareholders Agreements, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any of the Shareholders Agreements or the consummation of the transactions contemplated by this Agreement and (iv) Merger or the execution and delivery of any additional instruments necessary to consummate the other transactions contemplated by, and to fully carry out the purposes of, this AgreementAgreement and the Shareholders Agreements, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement and the Shareholders Agreements. (b) In connection with and without limiting the foregoing, the Company and Parent each party shall (i) use their its reasonable best efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the transactions contemplated by this Agreement, and to keep the other party reasonably informed with respect to the status of each clearance, approval or waiver sought from a Governmental Entity in connection with the transactions contemplated by this Agreement and the material communications between such party and such Governmental Entity. Each party shall without limitation: (1) promptly notify the other of, and if in writing, furnish the other with copies of (or, in the case of oral communications, advise the other of) any communications from or with any Governmental Entity with respect to the transactions contemplated by this Agreement, (2) permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or any oral communication with any such Governmental Entity, (3) not participate in any meeting or have any communication with any such Governmental Entity unless it has given the other an opportunity to consult with it in advance and to the extent permitted by such Governmental Entity gives the other the opportunity to attend and participate therein, (4) furnish the other with copies of all filings and communications between it and any such Governmental Entity with respect to the transactions contemplated by this Agreement, and (5) furnish the other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity. Such materials and the information contained therein shall be given only to the outside legal counsel of the other and will not be disclosed by such outside counsel to employees, officers, or directors of their client unless express permission is obtained in advance from the disclosing party or its legal counsel. (c) In connection with and without limiting the foregoing, US BioEnergy and its Board of Directors and VeraSun and its Board of Directors shall each use their respective reasonable best efforts to: (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the Shareholders Agreements or the Merger or any of the other transactions contemplated hereby, by this Agreement or any of the Shareholders Agreements and (ii2) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or Agreement, any of the Shareholders Agreements, the Merger or any other transaction transactions contemplated herebyby this Agreement or any of the Shareholders Agreements, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholders Agreements may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and the Shareholders Agreements and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholders Agreements, the Merger and the other transactions contemplated hereby. by this Agreement and the Shareholders Agreements. Nothing in this Agreement shall be deemed to require VeraSun or US BioEnergy to agree to, or proffer to, divest or hold separate any assets or any portion of any business of VeraSun, US BioEnergy or any of their respective Subsidiaries that is material to the business, financial condition or results of operations, of VeraSun, US BioEnergy and their respective Subsidiaries (c) In connection with and without after giving effect to the Merger), taken as a whole. Without limiting the generality of the foregoing, each of US BioEnergy and VeraSun shall give the Company and Parent shall use their reasonable best efforts other party the opportunity to effect participate in the combination (defense of any litigation against US BioEnergy or VeraSun, as applicable, and/or its directors relating to the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) transactions contemplated by this Agreement and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval)Shareholders Agreements. (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed, and (ivv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) . In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state its Board of Directors shall, if any takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated herebyby this Agreement, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary use reasonable best efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger this Agreement and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.08), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactionspermits, waivers, consents consents, approvals and approvals actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityEntities, (ii) the obtaining of all necessary consents, approvals consents or waivers from third parties, and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of, of this Agreement. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company and Parent shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the Foreign Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). (b) In connection with and without Without limiting the foregoinggenerality of the undertakings pursuant to Section 5.08(a) hereof, the Company and Parent parties hereto shall (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Foreign Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including any consents and filings under any Foreign Antitrust Laws as promptly as practicable following the date of this Agreement and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the Foreign Antitrust Laws and (ii) subject to the terms set forth in Section 5.08(c) hereof, use their reasonable best efforts to ensure that no state takeover statute take such actions as are necessary or similar statute or regulation is or becomes applicable advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods. (c) In the Merger event that any administrative or any of the other transactions contemplated hereby, and judicial action or proceeding is instituted (iior threatened to be instituted) if any state takeover statute by a Governmental Entity or similar statute or regulation becomes applicable to this Agreement or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, take the Company shall cooperate in all respects with Parent and Merger Sub and shall use its reasonable best efforts to contest and resist any such action necessary or proceeding and to ensure have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement may be consummated as promptly as practicable on to the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoingcontrary, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary none of Parent, includingMerger Sub or any of their Affiliates shall be required to defend, without limitationcontest or resist any action or proceeding, the obtaining of all necessary actions whether judicial or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver fromadministrative, or to avoid an take any action to have vacated, lifted, reversed or proceeding byoverturned any Order, any Governmental Entity (including in connection with the OTS Approval)transactions contemplated by this Agreement. (d) At Notwithstanding anything to the reasonable request contrary set forth in this Agreement, none of Parent, Merger Sub or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries; provided that, if requested by Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate will become subject to, consent to, or offer or agree to, or otherwise take any action with Parent in respect to, any such requirement, condition, limitation, understanding, agreement or order to permit all of the indebtedness outstanding under the Indentureso long as such requirement, dated as of August 6condition, 1998limitation, between Mercury State Holdings Inc. and The Bank of New Yorkunderstanding, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, agreement or order is only binding on the Company and its subsidiaries agree to request that The Bank of New York consent to shorten in the notice period required pursuant to Section 3.02 of event the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the MergerClosing occurs.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties party hereto shall will use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, in good faith, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under this Agreement and applicable laws Laws and regulations to consummate and make effective the Merger and the other transactions contemplated by to cause to be satisfied all conditions precedent to its obligations under this Agreement, including in each case as soon as practicable, after the date hereof, including, consistent with the foregoing, (i) preparing and filing as promptly as practicable with the obtaining objective of being in a position to consummate the Merger as promptly as practicable following the date of this Agreement, all documentation to effect all necessary actions or nonactionsapplications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all consents, waivers, consents licenses, orders, registrations, approvals, permits, rulings, authorizations and approvals clearances necessary or advisable to be obtained from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any third party and/or any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary Entity in order to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated herebyby this Agreement (collectively, the "REQUIRED APPROVALS"), and (ii) if using its reasonable best efforts to obtain the Required Approvals. (b) Each of Parent and the Company shall use its reasonable best efforts to cooperate in all respects with each other in connection with any state takeover statute filing or similar statute submission to or regulation becomes applicable to this Agreement any investigation or proceeding by the Merger Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or any other transaction contemplated herebyGovernmental Entity. (c) Each of Parent and the Company shall, take in connection with the efforts referenced in Section 6.3(a) to obtain all action necessary Required Approvals, use its reasonable best efforts to ensure that (i) subject to applicable Law, permit the other party to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written or material oral communication (or other correspondence or memoranda) between it and any Governmental Entity, and (ii) promptly inform each other of and supply to such other party any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the DOJ, the FTC or any other Governmental Entity, in each case regarding the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (cd) In connection furtherance and not in limitation of the covenants of the parties contained in this Section 6.3, if any objections are asserted with respect to the Merger contemplated hereby under any antitrust or competition Law, each of Parent and without limiting the foregoingCompany agrees to use its reasonable best efforts (which under no circumstances shall involve divesting of material assets) to resolve any antitrust concerns, federal, state, foreign or private, obtain all Required Approvals and obtain termination of the waiting period under the HSR Act or any other applicable Law and the termination of any outstanding judicial or administrative orders prohibiting the Closing so as to permit consummation of the Merger as soon as practicable. In furtherance and not in limitation thereof, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened in writing to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law or regulation, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered, promulgated or enforced by a Governmental Entity that would make the Merger illegal or would otherwise prohibit or materially impair or delay the consummation the Merger, the Company shall cooperate with Parent in all respects in responding thereto, and Parent each shall use their its respective reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSBcontest, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary resist and/or attempt to obtain an approval or waiver from, or to avoid an resolve any such action or proceeding byand to have vacated, lifted, reversed or overturned any Governmental Entity (including decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the OTS Approval). (d) At the reasonable request of ParentMerger contemplated by this Agreement, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable so as to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions of this Agreement, Rubicon Project and Telaria will cooperate with each other and use (and will cause their respective Subsidiaries to use) their respective reasonable best efforts to consummate the transactions contemplated by this Agreement and to cause the conditions to the Merger set forth in this AgreementArticle VII to be satisfied as promptly as reasonably practicable, each of the parties hereto shall use its including using all reasonable best efforts to accomplish the following as promptly as reasonably practicable: (subject to, and in accordance with, applicable lawi) to take promptly, the obtaining of all actions or cause to be taken, all non-actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods and to do promptly, other confirmations from any Governmental Entity or cause to be done, and to assist and cooperate with the other parties in doing, all things Person that are or may become necessary, proper or advisable under applicable laws and regulations to consummate and make effective in connection with the Merger and consummation of the other transactions contemplated by this Agreement, including the Merger, (iii) the obtaining of all necessary actions or nonactions, waivers, consents preparation and approvals from Governmental Entities and the making of all necessary registrations registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings and with Governmental Entities) that are or may become necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (iii) the taking of all steps as may be necessary necessary, proper or advisable to obtain an approval or waiver from, or to avoid an action or proceeding Action by, any Governmental EntityEntity or other Person in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedingsActions, whether judicial or administrative, challenging this Agreement or that would otherwise prevent or delay the consummation of the transactions contemplated by this Agreement, including the Merger, performed or consummated by each party in accordance with the terms of this Agreement, including seeking to have any stay, temporary restraining order or injunction entered by any court or other Governmental Entity vacated or reversed, and (v) the execution and delivery of any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the Merger, and to carry out fully the purposes of this Agreement. Each of Rubicon Project and Telaria shall, in consultation and cooperation with the other and as promptly as reasonably practicable, but in no event later than ten (10) Business Days from the date of this Agreement, make its respective filing under the HSR Act and any other applications and filings as reasonably determined by Rubicon Project and Telaria under other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement, as promptly as practicable, but in no event later than as required by Applicable Law. Neither Rubicon Project nor Telaria will withdraw any such filings or applications without the prior written consent of the other party. (b) In furtherance of the foregoing Section 6.3(a), the parties shall use reasonable best efforts to, and shall cooperate in good faith with one another to, identify any third party consents (or notices) under any Contracts that are necessary or desirable for the consummation of the Merger. Each of the parties shall use reasonable best efforts to obtain any such third-party consent (or deliver any such notices) in the event that the parties mutually agree to seek such consent; provided, however, without the prior written consent of the other party, neither Rubicon Project nor Telaria, nor any of their respective Subsidiaries or Affiliates, will grant or offer to grant any material accommodation or concession (financial or otherwise), or make any material payment, to any third party in connection with seeking or obtaining any such contractual consent. In addition, in connection with and without limiting the efforts referenced in Section 6.3(a), the parties shall jointly develop, and each of the parties shall consult and cooperate in all respects with one another, and consider in good faith the views of one another, in connection with the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party, hereto in connection with proceedings under or relating to any Antitrust Law prior to their submission. Each of Rubicon Project and Telaria shall (i) furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any governmental filings, submissions or other documents, (ii) promptly inform the other of any such filing, submission or other document and of any communication with or from any Governmental Entity or any official, representative or staff thereof regarding the transactions contemplated by this Agreement, and permit the other to review and discuss in advance, and consider in good faith the views, and secure the participation, of the other in connection with any such filing, submission, document or communication and (iii) cooperate in responding as promptly as reasonably practicable to any investigation or other inquiry from a Governmental Entity or any official, representative or staff thereof or in connection with any Action initiated by a Governmental Entity or private party, including promptly notifying the other party of any such investigation, inquiry or Action, and consulting in advance before making any presentations or submissions to a Governmental Entity or any official, representative or staff thereof, or, in connection with any Action initiated by a private party, to any other Person. In addition, each of Rubicon Project and Telaria shall promptly inform and consult with the other in advance of any meeting, conference or communication with any Governmental Entity or any official, representative or staff thereof, or, in connection with any Action by a private party, with any other Person, and to the extent not prohibited by Applicable Law or by the applicable Governmental Entity or other Person, not participate or attend any meeting or conference, or engage in any communication, with any Governmental Entity or any official, representative or staff thereof or such other Person in respect of the transactions contemplated by this Agreement without the other party unless it reasonably consults with the other party in advance and gives the other party a reasonable opportunity to attend and participate therein, and in the event one party is prohibited from, or unable to participate, attend or engage in, any such meeting, conference or communication, keep such party apprised with respect thereto. Each party shall furnish to the other copies of all filings, submissions, correspondence and communications between it and its affiliates and their respective Representatives, on the one hand, and any Governmental Entity or any official, representative or staff thereof (or any other Person in connection with any Action initiated by a private party), on the other hand, with respect to the transactions contemplated by this Agreement. Each party may, as it deems advisable and necessary, reasonably designate material provided to the other party as “Outside Counsel Only Material” and also may reasonably redact the material as necessary to (A) remove personally or competitively sensitive information, (B) remove references concerning the valuation of a party and its Subsidiaries conducted in connection with the approval and adoption of this Agreement and the negotiations and investigations leading thereto, (C) comply with contractual arrangements, (D) prevent the loss of a legal privilege or (E) comply with Applicable Law. (c) Each of the parties agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.1, it shall not, and shall ensure that none of its Subsidiaries or controlled Affiliates shall, consummate, enter into any agreement providing for, or announce, any investment, acquisition, divestiture or other business combination (i) that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement and or (ivii) involving any Person or business competitive with the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any businesses of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company party and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the MergerSubsidiaries.

Reasonable Best Efforts. (a) Subject to Sellers, on the terms one hand, and conditions set forth in this AgreementBuyer, each of on the parties hereto other hand, shall use its their respective reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the Merger and most expeditious manner reasonably practicable, the other transactions contemplated by this Agreementhereby, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article IX and Article X to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Authorizations and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Authorities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesAuthority, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the transactions transaction contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Authority vacated or reversed, and (iv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement. (b) In connection with Sellers, on the one hand, and without limiting Buyer, on the foregoingother hand, the Company and Parent shall (i) use their reasonable best efforts shall promptly inform each other of any communication from any Governmental Authority concerning this Agreement, the transactions contemplated hereby, and any filing, notification or request for approval and (ii) shall permit the other to ensure review in advance any proposed written or material oral communication or information submitted to any such Governmental Authority in response thereto and shall discuss and attempt to reasonably account for any comments or suggestions of the other Party (in each case excluding any portions thereof that no state takeover statute contain confidential information). In addition, none of the Parties shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or similar statute or regulation is or becomes applicable other inquiry with respect to this Agreement or the Merger or any of the other transactions contemplated hereby, unless such Party consults with the other Parties in advance and, to the extent not prohibited by any such Governmental Authority, gives the other Parties the opportunity to attend and participate thereat, in each case to the maximum extent practicable. Subject to any restrictions under applicable laws, rules or regulations, Buyer, on the one hand, and Sellers, on the other hand, shall furnish the other with copies of all correspondence, filings and communications (iiand memoranda setting forth the substance thereof) if any state takeover statute between it and its Affiliates and their respective Representatives on the one hand, and the Governmental Authority or similar statute or regulation becomes applicable members of its staff on the other hand, with respect to this Agreement Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to the Merger attorney-client privilege or work product doctrine) or any other transaction contemplated herebysuch filing, take all action necessary notification or request for approval (in each case excluding any portions thereof that contain confidential information). In carrying out their obligations under this Section 7.3, subject to ensure that applicable Law, each of the Merger and Parties shall not submit or otherwise provide any information to such Governmental Authority without first having provided a reasonable opportunity to the other Party and its counsel to comment upon such information. Each Party shall also furnish the other Party with such necessary information and assistance as such other Party may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to the Governmental Authority in connection with this Agreement, the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and any such filing, notification or request for approval. Any Party may, as it deems advisable and necessary, reasonably designate any sensitive material provided to the other Party under this Section 7.3, or otherwise pursuant to minimize the effect of such statute or regulation on the Merger this Agreement, as “outside counsel only.” Such materials and the other transactions contemplated hereby. (c) In connection with and without limiting information contained therein shall be given only to the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") outside legal counsel of the Bank with Citibank FSBrecipient and will not be disclosed by such outside counsel to the directors, officers or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all employees of the indebtedness outstanding under recipient, unless express written permission is obtained in advance from the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 source of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Mergermaterials.

Reasonable Best Efforts. (a) Subject Upon the other terms and subject to the terms and conditions set forth in this AgreementAgreement and in accordance with applicable Law, each of the parties hereto to this Agreement shall, and shall cause its Affiliates to, use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws to ensure that the Offer Conditions and regulations the conditions set forth in Article VI are satisfied and to consummate and make effective the Merger and Transactions as promptly as practicable. Without limiting the other transactions contemplated by this Agreementgenerality of the foregoing, including Parent shall be required to (i) the obtaining vigorously contest (including by means of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver fromlitigation) (x) any Legal Action brought, or threatened to avoid an action or proceeding bybe brought, by any Governmental EntityAuthority or any other Person seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or seeking damages or to impose any terms or conditions in connection with the Transactions, and (y) any Order that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any damages, terms or conditions in connection with the Transactions and (ii) resolve any objections as the obtaining of all FTC, DOJ or any other Governmental Authority may assert under any Law with respect to the Transactions and to obtain any clearance required under the HSR Act or any other approval, consent or authorization necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or under applicable Law for the consummation of the transactions contemplated by this Agreement Transactions (including agreeing to and making divestitures, entering into hold separate arrangements, terminating, assigning or modifying Contracts (ivor portions thereof) or other business relationships, accepting restrictions on business operations and entering into of commitments and obligations); provided that, notwithstanding the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger foregoing or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by provision of this Agreement may be consummated as promptly as practicable on to the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoingcontrary, the Company and Parent nothing contained in this Agreement shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of require Parent, the Company and its subsidiaries shall use or any of their reasonable best efforts and cooperate respective Subsidiaries to take any such action with Parent in order respect to permit all any material assets, material categories of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days assets or agree to accept a redemption notice that is conditioned upon the consummation of the Mergermaterial businesses.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in this Agreementprovided herein, each of the parties hereto Company, Parent and Sub shall, and the Company shall cause each of its Subsidiaries to, cooperate and use its their respective reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actionsappropriate action, and to do promptlymake, or cause to be done, and to assist and cooperate with the other parties in doingmade, all things filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including, without limitation, their respective reasonable best efforts to obtain, prior to the Closing Date, all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and its Subsidiaries (including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps contacting lessors as may be necessary promptly as possible to obtain an approval or waiver fromconsents under leases of real property) as are necessary for consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Merger, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) including the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated by this Agreement hereby and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, by this Agreement and to fully carry out the purposes of, of this Agreement. (b) . In connection with and without limiting the foregoing, the Company shall provide reasonable and customary cooperation to Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or and Sub in arranging the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions financing contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Commitment Letters (including participating in the OTS Approval) preparation and conduct of any "ROAD SHOW" presentation and consenting to amendments to option and restricted stock agreements and plans required to permit equity investments by employees as contemplated by the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS ApprovalSubscription Agreements). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject Prior to the terms and conditions set forth in this Agreement, each termination of the parties hereto Merger Agreement or the Closing, TD Bank shall, and shall cause its Affiliates (which for purposes of this letter agreement shall exclude TD Ameritrade and its Subsidiaries and controlled Affiliates) to, use its reasonable best efforts (subject to, to obtain the approvals set forth in Section 2 and any other approvals it or its Affiliates are required to obtain in accordance with, applicable law) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate connection with the Transactions (the approvals set forth in Section 2 and such other parties approvals collectively, the “Regulatory Approvals”). In furtherance and not in doinglimitation of the foregoing, all things necessaryin connection with obtaining any of the Regulatory Approvals, proper or advisable TD Bank, its Affiliates and its Subsidiaries shall not be required under applicable laws and regulations any provision of this letter agreement to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) propose, negotiate, commit to or effect, by consent decree, hold separate orders or otherwise, the obtaining of all necessary actions or nonactionssale, waiversdivesture, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver fromdisposition, or license of any assets, properties, products, rights, services or businesses of TD Bank, its Subsidiaries or its Affiliates, or any interest therein, or agree to avoid an action any other structural or proceeding by, any Governmental Entityconduct remedy, (ii) the obtaining otherwise take or commit to take any actions that would limit TD Bank’s, its Subsidiaries or its Affiliates’ freedom of all necessary consentsaction with respect to, approvals or waivers from third partiesits or their ability to retain, any assets, properties, products, rights, services or businesses of TD Bank, its Subsidiaries or its Affiliates, or any interest or interests therein; (iii) take any action that would result in (A) TD Bank being deemed to “control” Schwab as that term is interpreted by the defending Federal Reserve Board under the BHC Act or HOLA or (B) Schwab being deemed to be in “control” of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated TD Subsidiary Banks as that term is interpreted by this Agreement the Federal Reserve Board under the BHC Act or HOLA or (iv) agree to do any of the foregoing, in each case of clauses (i), (ii) and (iv) ), if such action would reasonably be expected to have a material adverse effect on TD Bank and its Subsidiaries, taken as a whole, in each case measured on a scale relative to the execution size of TD Ameritrade and delivery of any additional instruments necessary to consummate the transactions contemplated byits Subsidiaries, and to fully carry out the purposes of, this Agreement. taken as a whole (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the actions described in this proviso, other transactions contemplated hereby, and than proposing or negotiating (iibut not committing to or effecting) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated actions as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination"set forth in clause ‎(i) of this proviso, a “Burdensome Condition”); provided that this sentence shall not apply with respect to the Bank with Citibank FSBNoncontrol Determinations, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may which shall be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approvalgoverned solely by Section 3(b). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms fiduciary duties of their respective officers and conditions set forth in this Agreementdirectors, each of the parties hereto shall party will cooperate and use its their respective reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all appropriate actions, and to do promptlymake, or cause to be done, and to assist and cooperate with the other parties in doingmade, all things filings necessary, proper or advisable under applicable laws and regulations Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) including, without limitation, their respective reasonable best efforts to obtain, prior to the obtaining Closing Date, all Permits, qualifications and orders of all necessary actions or nonactions, waivers, consents Governmental Authorities and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps parties to Contracts as may be are necessary to obtain an approval consummate the transactions contemplated by the Agreement and to fulfill the conditions to Closing contemplated hereby. The parties will pay or waiver fromcause to be paid all of their own fees and expenses incurred pursuant to this Section 7.4, including, but not limited to, the fees and expenses of any broker, finder, financial advisor, legal advisor or similar person engaged by such party. Notwithstanding any other provision hereof, in no event will any party or any of their respective Affiliates be required to avoid an action (a) enter into or proceeding byoffer to enter into any divestiture, any Governmental Entityhold-separate, business limitation or similar agreement or undertaking in connection with this Agreement or the transactions contemplated hereby, (iib) the obtaining of all necessary consents, approvals institute or waivers from third parties, (iii) the defending of defend any lawsuits litigation or other legal proceedingsproceeding, whether judicial or administrative, challenging this Agreement including, without limitation, seeking to have any stay or the consummation temporary restraining order vacated or reversed, or (c) incur any liability or make any payment in connection with any consent or approval or condition to Closing set forth in any subsection of Section 8.1 or 8.2 as applicable in order to consummate the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any . Each of the other transactions contemplated hereby, parties will notify and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and keep the other transactions contemplated by advised in reasonable detail as to such party's efforts in complying with its obligations under this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebySection 7.4. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, the parties hereto Buyer and Seller shall (and shall cause their respective Subsidiaries to) use its their respective reasonable best efforts to (subject to, and in accordance with, applicable lawi) to take promptly, (or cause to be taken, ) all actions, and to (ii) do promptly, (or cause to be done, ) all things and to (iii) assist and cooperate with the other parties in doingdoing (or causing to be done) all things, all things in each case as are reasonably necessary, proper or advisable under pursuant to applicable laws and regulations Law or otherwise to consummate and make effective effective, in the Merger and most expeditious manner practicable, the Transactions, including by using reasonable best efforts to cause the conditions to the obligations of the other transactions contemplated by this Agreement, including (i) parties to effect the obtaining Transactions set forth in Article VII of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreementbe satisfied. (b) In connection with furtherance and without limiting not in limitation of Section 6.02(a), as promptly as practicable after the foregoingexecution of this Agreement, Parent, the Company Buyer and Parent Seller shall (and shall cause their respective Subsidiaries to) (i) use their reasonable best efforts make all filings and give all notices that are or may be required to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or be made and given by such party in connection with the Merger or any of the other transactions contemplated hereby, Transactions and (ii) if use commercially reasonable efforts to obtain all Consents which are or may be required to be obtained (pursuant to any state takeover statute applicable Law, Contract, or similar statute otherwise) by such party in connection with the Transactions, including, in the case of both (i) and (ii), the Transaction Approvals. Each Party shall, upon request of another Party and to the extent permitted by applicable Law or regulation becomes applicable Contract, promptly deliver to such other party a copy of each such filing made, each such notice given and each such Consent obtained by it. The parties hereto may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger Section 6.02(b) as “outside legal counsel only.” Such materials and the other transactions contemplated information contained therein shall be given only to outside legal counsel of the recipient and will not be disclosed by this Agreement may be consummated as promptly as practicable on such legal counsel to employees, officers, or directors of the terms contemplated hereby and otherwise to minimize recipient without the effect advance written consent of the party providing such statute or regulation on the Merger and the other transactions contemplated herebymaterials. (c) In connection with the event that the DOT or any foreign Governmental Authority exercising similar functions determines that a material Permit will not remain in full force and without limiting effect as a result of the foregoingTransaction, Parent, the Company Buyer and Parent Seller shall (and Seller shall cause its controlled Affiliates to) cooperate and use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSBobtain an amendment, replacement, or another banking subsidiary reissuance of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps such material Permit as may be necessary to obtain an approval reflect the Transaction subject only to such requirements and conditions that will not prevent or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including have a Material Adverse Effect on the OTS Approval)conduct of Business as currently conducted from and after Closing. (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, ; (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in the Company Disclosure Schedule; (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed; and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) . In connection with and without limiting the foregoing, Parent and its board of directors and the Company and Parent shall (i) use their reasonable best efforts to ensure that no its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or the Merger or any of the other transactions contemplated herebyby this Agreement, and (ii) if any state takeover statute or similar statute or regulation becomes applicable use its reasonable best efforts to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and to otherwise act to eliminate or minimize the effect effects of such statute or regulation on the Merger and the other transactions contemplated herebytakeover statute. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the Merger most expeditious manner practicable, the sale of the Assets to Buyer and the other transactions contemplated by this Agreement, including including: (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from all Governmental Entities Bodies and the making of all necessary registrations and filings (including filings with Governmental Bodies) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Body; (ii) the obtaining of all necessary consents, approvals or waivers from third parties, Consents; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Body vacated or reversed; and (iv) the execution executing and delivery of delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the sale of the Assets at the behest of any Governmental Body without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. (b) In connection with and without limiting the foregoing, the Company and Parent Each party hereto shall (i) use their its reasonable best efforts not to ensure that no state takeover statute take any action, or similar statute enter into any transaction, which would cause any of its representations or regulation is warranties contained in this Agreement to be untrue in any material respect or becomes applicable to result in a material breach of any covenant made by it in this Agreement or which could reasonably be expected to impede, interfere with, prevent or delay in any material respect, the Merger or any sale of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebyAssets. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.09), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including (i) the taking of all acts necessary to cause the conditions to the Offer and the conditions to the Merger to each be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactionsPermits, waivers, consents consents, approvals and approvals actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityEntities, (iiiii) the obtaining of all necessary consents, approvals consents or waivers from third parties, ; (iiiiv) the defending of any lawsuits by a Governmental Entity seeking either a temporary restraining order or other legal proceedings, whether judicial or administrative, a preliminary injunction challenging this Agreement or delaying, preventing or restraining the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court vacated, overturned or reversed; and (ivv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated byOffer, the Merger and to fully carry out the purposes of, of this Agreement. (b) In connection with and without limiting the foregoing, the . The Company and Parent shall shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), (iii), (iv) and (v) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use their reasonable best efforts to ensure that no state takeover statute make, or similar statute or regulation is or becomes cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement or Agreement. Parent and the Merger or any Company shall have the right to review in advance, and to the extent practicable each will consult with the other on and consider in good faith the views of the other transactions contemplated herebyin connection with, all of the information relating to Parent or the Company, as the case may be, and (ii) if any state takeover statute of their respective Subsidiaries and Representatives, that appears in any filing made with, or similar statute written materials submitted to, any Third Party or regulation becomes applicable to this Agreement or Governmental Entity in connection with the Merger or any other transaction contemplated herebyOffer, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated Agreement. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable on reasonably practicable. Information disclosed pursuant to this Section 6.09(a) shall be subject to the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger Confidentiality Agreement, and the parties hereto shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations thereunder. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other transactions contemplated herebyapplicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed). Without limiting the foregoing, the parties shall request and shall use reasonable commercial efforts to obtain early termination of the waiting period under the HSR Act. (b) Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Entity) with respect to the Merger, (i) without the prior written consent of Parent (which shall not be unreasonably delayed, conditioned or withheld), none of the Company or any of its Subsidiaries shall pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) neither Parent nor Merger Sub shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation. (c) In connection with and without Without limiting the foregoinggenerality of the undertakings pursuant to Section 6.09(a) hereof, the Company parties hereto shall (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and Parent shall documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) subject to the terms set forth in Section 6.09(f) hereof, use their reasonable best efforts to effect the combination (the "Bank Combination") take such actions as are necessary or advisable to obtain prompt approval of the Bank with Citibank FSB, or another banking subsidiary consummation of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, transactions contemplated by this Agreement by any Governmental Entity (including the OTS Approval)or expiration of applicable waiting periods. (d) At the reasonable request Each of Parent, Parent and the Company and its subsidiaries shall use their reasonable best commercial efforts and to cooperate with Parent each other in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including i) determining whether any amendments and supplemental indentures, the "Indenture"), filings are required to be called for redemption made with, or consents, Permits, authorizations, advance ruling certificates, no-action letters, waivers or approvals are required or advisable to be obtained from, any Third Parties or Governmental Entities under any other applicable Laws in connection with the execution and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company delivery of this Agreement and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the transactions contemplated hereby, including the Merger, and (ii) timely making all such required filings and timely seeking all such required consents, Permits, authorizations, advance ruling certificates, no-action letters or approvals. (e) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer, the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and Merger Sub and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub or any of their Affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with the transactions contemplated by this Agreement. (f) Notwithstanding anything to the contrary set forth in this Agreement, none of the Company, Parent, Merger Sub or any of their respective Subsidiaries shall be required to (and the Company may not, without the prior written consent of Parent) become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries, (ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries in any manner, or (iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub or any of their respective Subsidiaries. (g) The Company and Parent shall each keep the other reasonably informed as to the status of any Transaction Litigation and give each other the opportunity to participate in the defense, settlement and/or prosecution of any Transaction Litigation; provided that neither the Company nor any of its Subsidiaries or Company Representative shall compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any Transaction Litigation or consent to the same unless Parent shall first have consented thereto in writing, such consent not to be unreasonably withheld or delayed.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto Company, Parent and Merger Sub shall use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (subject tounless, and in accordance withwith respect to any action, applicable lawanother standard for performance is expressly provided for herein) to take promptlycooperate with each other and to take, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective consummate, as promptly as reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to: (i) take all acts necessary to cause (A) in the obtaining case of the Company, the conditions to the Closing set forth in Section 8.1 or Section 8.2 to be satisfied, or (B) in the case of Parent and Merger Sub, the conditions to the Closing set forth in Section 8.1 or Section 8.3 to be satisfied, in each case, as promptly as reasonably practicable; (ii) obtain all necessary consents, approvals, orders, waivers and authorizations of, actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding nonactions by, any Governmental Entity, (ii) the obtaining of all Authority or any third party necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or in connection with the consummation of the transactions contemplated by this Agreement and make all necessary registrations, declarations and filings with, and notices to, any Governmental Authorities (ivincluding pursuant to any Regulatory Law) the execution and delivery of take all reasonable steps as may be necessary to avoid a suit, action, proceeding or investigation by, any Governmental Authority; (iii) execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of, of this Agreement; provided, however, that all obligations of the Company, Parent and Merger Sub relating to the Debt Financing shall be governed exclusively by Section 7.13, and not this Section 7.2. (b) In connection furtherance and not in limitation of the foregoing, each party hereto agrees to (x) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within ten (10) Business Days of the date of this Agreement, (y) supply as promptly as reasonably practicable any additional information and without documentary material that may be requested pursuant to the HSR Act and (z) use its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 7.2 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act as soon as practicable. Without limiting the foregoing, the Company parties shall request and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute obtain early termination of the waiting period under the HSR Act. (c) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in this Section 7.2 to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement, use its reasonable best efforts, subject to applicable Laws, to: (i) cooperate in all respects with each other in connection with any filing or similar statute submission and in connection with any investigation or regulation is other inquiry, including any Proceeding initiated by a private party; (ii) keep the other party reasonably informed of any communication received by such party from, or becomes applicable to this Agreement given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice (the “DOJ”) or the Merger any other Governmental Authority and of any communication received or given in connection with any Proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Authority or, in connection with any Proceeding by a private party, with any other Person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything to the contrary contained in this Agreement, Parent, after prior consultation with the Company and after considering the Company’s views, to the extent practicable, shall have the principal responsibility for devising and implementing the strategy for obtaining any necessary antitrust or competition clearances and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining any necessary antitrust or competition clearances. (d) In furtherance and not in limitation of the covenants of the parties contained in this Section 7.2, if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Authority or any private party challenging any of the transactions contemplated hereby as violative of any Law or which could prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the each of Parent, Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger Sub and the other Company shall use its reasonable best efforts to resolve any such objections or suits so as to permit consummation of the transactions contemplated by this Agreement may Agreement, including in order to resolve such objections or suits which if not resolved, would reasonably be consummated as promptly as practicable on expected to prevent, materially impede or materially delay the terms contemplated hereby and otherwise to minimize the effect consummation of such statute or regulation on the Merger and or the other transactions contemplated hereby. (ce) In connection with furtherance and without limiting not in limitation of the foregoingcovenants of the parties in this Section 7.2, Parent hereby agrees that the Company and Parent shall use their “reasonable best efforts efforts” standard shall require, if necessary, Parent to, and to effect the combination cause any of its Subsidiaries or other Affiliates to, (the "Bank Combination"i) of the Bank with Citibank FSB(A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or another banking subsidiary of Parenthold separate, includingand (B) propose, without limitation, the obtaining of all necessary actions negotiate or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary offer to obtain an approval or waiver fromeffect, or consent or commit to, any such sale, leasing, licensing, transfer, disposal, divestiture or other encumberment, or holding separate, before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of Parent (or any of its Subsidiaries or other Affiliates), and (ii) take or agree to avoid an take any other action or proceeding byagree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability, in any material respect, to retain, or make changes in, any Governmental Entity (including the OTS Approval). (d) At the reasonable request such assets, licenses, operations, rights, product lines, businesses or interest therein of Parent, the Company or the Surviving Corporation (or any of their respective Subsidiaries or other Affiliates); provided that Parent’s obligations under clauses (i) and (ii) above shall only apply to assets, licenses, operations, rights, product lines, businesses or interests therein of Parent (or any of its Subsidiaries or other Affiliates) which, in the aggregate, generated less than $58.0 million of the combined consolidated revenues of Parent and its subsidiaries Subsidiaries during Parent’s fiscal year ended September 24, 2011; provided further, however, that nothing in this Agreement shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger or the other transactions contemplated hereby relating to any Regulatory Law or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Regulatory Law. (f) Subject to the obligations under Section 7.2(d), in the event that any administrative or judicial Proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, each of Parent, Merger Sub and the Company shall use their its respective reasonable best efforts to cooperate in all respects with each other and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenturecontest and resist any such Proceeding and to have vacated, dated as of August 6lifted, 1998reversed or overturned any decree, between Mercury State Holdings Inc. and The Bank of New Yorkjudgment, as trustee (including any amendments and supplemental indenturesinjunction or other order, the "Indenture")whether temporary, to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereofpreliminary or permanent, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the in effect and that prohibits, prevents or restricts consummation of the Mergertransactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 7.4(a)), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals Consents from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityEntities, and (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes ofof this Agreement. The Company and Parent and their respective counsel shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i) and (ii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. (b) Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any material communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party and its counsel with advance notice and the opportunity to participate in any material meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. (bc) In connection with and without Without limiting the foregoinggenerality of the undertakings pursuant to Section 7.4(a) hereof, the Company and Parent parties hereto shall (i) provide or cause to be provided as promptly as practicable to Governmental Entities with jurisdiction over the HSR Act (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act as promptly as practicable following the date of this Agreement (but in any event within ten (10) Business Days of the date of this Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act, and (ii) subject to the terms set forth in Section 7.4(d) hereof, use their reasonable best efforts to ensure take such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods. (d) Notwithstanding anything to the contrary contained in this Agreement, each of Parent and Merger Sub shall take any and all action necessary to obtain any necessary approval from any Governmental Antitrust Authority or Governmental Entity or to prevent the initiation of any lawsuit by any Governmental Entity under the HSR Act or to prevent the entry of any Order that no state takeover statute would otherwise make the Merger unlawful, including but not limited to: (i) disposing or similar statute transferring any asset, including those of Parent, Merger Sub, their respective Affiliates or regulation the Company; (ii) licensing or otherwise making available to any Person, any technology or other Intellectual Property of Parent, Merger Sub, their respective Affiliates or the Company; (iii) holding separate any assets or operations (either before or after the Closing Date) of Parent, Merger Sub, their respective Affiliates or the Company; or (iv) changing or modifying any course of conduct or otherwise making any commitment (to any Governmental Entity or otherwise) regarding future operations of the business of Parent, Merger Sub, their respective Affiliates or the Company. If any Action is instituted (or becomes applicable threatened to be instituted) challenging the transactions contemplated by this Agreement or the Merger or any as violative of the HSR Act, or if any Order is entered, enforced or attempted to be entered or enforced by a court or other Governmental Entity, which Order would make the transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to by this Agreement or the Merger illegal or any other transaction would otherwise prohibit, prevent, restrict, impair or delay consummation of the transactions contemplated hereby, take each of Parent and Merger Sub shall make any and all efforts to contest and resist any such action necessary or proceeding and to ensure have vacated, lifted, reversed or overturned any such Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and to have such Order repealed, rescinded or made inapplicable so as to permit consummation of the other transactions contemplated herebyby this Agreement and the Merger. (ce) In connection with and without limiting the foregoingThe Company, the Company Merger Sub, and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent one another in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee determining whether any Consent (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period other than those Consents contemplated by Section 7.2) from a third party is required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon in connection with the consummation of the Mergertransactions contemplated by this Agreement, and the Company shall use commercially reasonable efforts to obtain the Consents set forth on Section 7.4(e) of the Disclosure Letter, provided that, for the avoidance of doubt, in no event shall the Company be required to expend any money, (other than nominal amounts), commence litigation or pay or grant any other form of compensation to any such Person in connection with obtaining such Person’s Consent, and further, for the avoidance of doubt, the failure to obtain any such Consent shall not, in and of itself, be a breach of this Agreement by the Company. (f) Subject to the terms and conditions herein provided, each of the Company, Parent and Merger Sub shall not, and shall cause their Affiliates not to, acquire businesses or assets or enter into any agreement to acquire any businesses or assets if such action would reasonably be expected to materially delay, hinder or prohibit consummation of the Merger or the transactions contemplated by this Agreement.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of Parent and the parties hereto shall Company agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger, the Subsequent Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) causing the conditions precedent set forth in Article VI to be satisfied; (ii) obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and from Persons other than Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, ; (iii) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or Agreement, the consummation of the Merger, the Subsequent Merger or any of the other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed; and (iv) the execution and or delivery of any additional instruments reasonably necessary to consummate the Merger, the Subsequent Merger and the other transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with Each of Parent and without limiting the foregoing, the Company and Parent shall notify the other promptly upon the receipt of: (i) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any law. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant hereto, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement. (c) Each party shall use their all reasonable best efforts to ensure that no state takeover statute not take any action, or similar statute enter into any transaction, which would cause any of its representations or regulation is or becomes applicable to warranties contained in this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. (d) Notwithstanding anything to the Merger contrary contained in this Agreement, (i) neither Parent nor any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or its ability to retain, the Company or any of the other businesses, product lines or assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, unless such action or actions would not, individually or in the aggregate, reasonably be expected to materially impair the benefits sought to be derived by Parent from the transactions contemplated herebyby this Agreement, including the Merger and the Subsequent Merger, or have a Material Adverse Effect on Parent and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated herebyCompany shall not, without Parent's prior written consent, take or agree to take any such action. (e) At or prior to the Effective Time, the Company shall deliver to Parent all action necessary consents, waivers or approvals obtained by the Company with respect to ensure that the consummation of the Merger, the Subsequent Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebyAgreement. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto Company and Parent shall use its their respective reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations Applicable Law to consummate and make effective the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable after the date hereof and in no event later than the End Date, including (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from Governmental Entities Authorities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from(including filings with Governmental Authorities, or to avoid an action or proceeding by, any Governmental Entityif any), (ii) the delivery of required notices to, and the obtaining of all necessary consents, approvals required consents or waivers from third partiesfrom, Third Parties (provided that the Company shall not be obligated to make any payment or commercial concession to any Third Party, or incur any liability, as a condition to (or in connection with) obtaining any such consent or waiver, unless such payment, concession or liability is requested by Parent and is conditioned and effective only upon the Closing), and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of, of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Parent’s and Merger Sub’s obligations under this Agreement (including this Section 6.12) are subject to, and the parties hereto agree to, the terms and conditions set forth on Section 6.12(a) of the Parent Disclosure Schedule, and Parent and Merger Sub shall not be in breach of this Agreement to the extent Parent or Merger Sub relies on or acts in accordance with the limitations set forth in Section 6.12(a) of the Parent Disclosure Schedule. (b) In connection with furtherance and without limiting not in limitation of the foregoing, each of the Company and Parent (and their respective Affiliates, if applicable) shall: (i) promptly, but in no event later than ten (10) Business Days after the date hereof, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Merger and the other transactions contemplated by this Agreement; provided that if there are any changes in the applicable regulations under the HSR Act between the date hereof and the date of filing pursuant to the HSR Act, then the Company and Parent shall (i) use their reasonable best efforts to ensure that file or cause to be filed any and all required notification and report forms under the HSR Act as promptly as commercially practicable thereafter; (ii) except as otherwise set forth in Section 6.12(b) of the Company Disclosure Schedule, promptly, but in no state takeover statute event later than twenty (20) Business Days after the date hereof, make all filings necessary to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and shall cause the expiration or similar statute termination of any applicable waiting periods, as may be required under the Antitrust Laws or regulation is Foreign Investment Laws of the jurisdictions set forth on Section 7.01(c) of the Company Disclosure Schedule (to the extent required or becomes applicable to this Agreement advisable); and (iii) as promptly as reasonably practicable provide such information as may reasonably be requested by the U.S. Department of Justice (the “DOJ”) or the Federal Trade Commission (the “FTC”) under the HSR Act or by any other Governmental Authority under applicable Antitrust Laws or Foreign Investment Laws in connection with the Merger or any of and the other transactions contemplated herebyby this Agreement, as well as any information required to be submitted to comply with a request for additional information in order to commence or end a statutory waiting period. Parent shall pay all filing fees under the HSR Act and other applicable Antitrust Laws or Foreign Investment Laws, and the Company shall not be required to pay any fees or other payments to any Governmental Authority in connection with any filings under the HSR Act or such other filings as may be required under applicable Antitrust Laws, in connection with the Merger or the other transactions contemplated by this Agreement. (c) Without limiting the generality of anything contained in this Section 6.12, each party hereto shall use reasonable best efforts to: (i) give the other parties prompt notice of the making or commencement of any substantive request, inquiry or Proceeding by any Governmental Authority with respect to the Merger and the other transactions contemplated by this Agreement; (ii) if keep the other parties reasonably informed as to the status of any state takeover statute such request, inquiry or similar statute Proceeding; (iii) promptly inform the other parties of any substantive communication to or regulation becomes applicable to this Agreement or from the Merger FTC, DOJ or any other transaction Governmental Authority to the extent regarding the Merger and the other transactions contemplated herebyby this Agreement, take or regarding any such request, inquiry or Proceeding, and provide a copy of all action necessary substantive written communications; and (iv) in the case of Parent, pull and re-file any notice under the HSR Act only after consulting in good faith with the other party. Subject to ensure Applicable Law, in advance and to the extent practicable, each of Parent or the Company, as the case may be, will consult the other on all the material information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement and shall consider in good faith all comments reasonably proposed by Parent or the Company, as the case may be; provided, however, that either party may limit access to information solely to those individuals acting as outside antitrust counsel for the other parties (provided that such counsel shall not disclose such information to such other parties and shall enter into a joint defense agreement with the providing party). In addition, except as may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect prohibited by any Governmental Authority or by any Applicable Law, in connection with any such request, inquiry or Proceeding in respect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In by this Agreement, each party hereto will permit authorized Representatives of the other party to be present at each substantive meeting or conference relating to such request, inquiry or Proceeding and to have access to and be consulted in connection with and without limiting the foregoingany substantive document, the Company and Parent shall use their reasonable best efforts opinion or proposal made or submitted to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval)Authority in connection with such request, inquiry or Proceeding. (d) At In furtherance and not in limitation of the reasonable request of Parentforegoing, ▇▇▇▇▇▇ agrees to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the Antitrust Laws that may be required by any Governmental Authority, so as to enable the parties hereto to consummate the Merger and the other transactions contemplated by this Agreement as soon as practicable (and in any event no later than the End Date), including (i) committing to or effecting, by consent decree, hold separate order, trust, or otherwise, the sale, divestiture, license, transfer, assignment or other disposition of assets or businesses of the Company or its Subsidiaries and controlled Affiliates, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of the Company or its subsidiaries Subsidiaries and controlled Affiliates and (iii) creating or consenting to create or enter into any agreements, licenses, collaborations, relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an Order or file appropriate applications with any Governmental Authority in connection with any of the foregoing and in the case of actions by or with respect to the Company or its Subsidiaries or its or their businesses or assets, by consenting to such action by the Company; provided, however, that any such action may, at the discretion of the Company, be conditioned upon consummation of the Merger and the other transactions contemplated by this Agreement) (each action contemplated by clauses (i) through (iii) a “Specified Action”). Parent and the Company shall use cooperate in any proposal, negotiation, or offer to commit and to effect, by consent decree, hold separate order or otherwise, any and all Specified Actions or otherwise to offer to take or offer to commit (and if such offer is accepted, commit to and effect) to take any Specified Action as may be required to resolve any Governmental Authority’s objections to the Merger and the other transactions contemplated by this Agreement; provided, that Parent shall control strategy, communications, and timing with respect to parties’ efforts to obtain any necessary or advisable consents, approvals or non-objections, or expiration or termination of any waiting period under any Antitrust Laws. The Company shall not take or commit to take any Specified Action without Parent’s consent. (e) In the event that any Proceeding is commenced challenging the Merger and the other transactions contemplated by this Agreement and such Proceeding seeks, or would reasonably be expected to seek, to prevent consummation of the Merger and the other transactions contemplated by this Agreement, Parent and Merger Sub shall take any and all action with respect to the Parent or the Company or their reasonable best efforts respective Subsidiaries and controlled Affiliates to resolve any such Proceeding and each of the Company, Parent and Merger Sub shall cooperate with Parent each other to contest any such Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in order to permit all effect and that prohibits, prevents or restricts consummation of the indebtedness outstanding under Merger and the Indentureother transactions contemplated by this Agreement. (f) Neither Parent nor Merger Sub shall, dated as nor shall they permit Silver Lake Alpine Fund II, L.P. or any of August 6their respective Subsidiaries and controlled Affiliates (for the avoidance of doubt, 1998excluding portfolio companies of any Equity Investor) to, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days acquire or agree to accept a redemption notice that is conditioned upon acquire any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to (x) impose any material delay in the obtaining of, or materially increase the risk of not obtaining any applicable clearance, consent, approval, waiver, waiting period expiration or termination, non-action or other authorization, or cause Parent, Merger Sub or the Company to be required to obtain any additional clearance, consent, approval, waiver, waiting period expiration or termination, non-action or other authorization, under Applicable Laws with respect to the Merger and the other transactions contemplated by this Agreement, (y) materially increase the risk of any Governmental Authority entering an Order prohibiting the transactions contemplated by this Agreement, or (z) materially delay the consummation of the Mergertransactions contemplated by this Agreement. (g) Notwithstanding the foregoing or any other provision of this Agreement, except as expressly set forth in Section 6.12(f) (subject to the limitations therein) or in Schedule 6.12 of the Company Disclosure Schedule, nothing in this Section 6.12 or any other provision of this Agreement shall require Parent or Merger Sub to, or cause any of their Affiliates to, take or agree to take, or to refrain from taking, any action contemplated by Section 6.12, including any Specified Action, with respect to the assets, properties, business or operations of (x) any Affiliates of the Parent, including Silver Lake, any investment funds or investment vehicles affiliated with, or managed or advised by, Silver Lake, or any portfolio company (as such term is commonly understood in the private equity industry) or direct or indirect investment of Silver Lake or of any investment fund or investment vehicle, or any interest therein, in each case, other than the Company, or its Subsidiaries and controlled Affiliates or (y) any Equity Investor or any Affiliates of any Equity Investor, or their respective portfolio companies (as such term is commonly understood in the private equity industry).

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions and limitations set forth in this AgreementAgreement (including those contained in this Section 5.11), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including including: (i) the obtaining of all necessary actions or nonactionsPermits, waivers, consents and approvals actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Entities; (ii) the obtaining of all necessary consents, approvals consents or waivers from third parties, ; and (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Mergers and to fully carry out the purposes of, of this Agreement. The Company and Parent shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), (iii) and (iv) immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company, on the one hand, or Parent, Holdco, Rooster Merger Sub or Parent Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall make, or cause to be made, as soon as reasonably practicable and after consultation with the other party (including considering the other party’s comments in good faith), an appropriate response in compliance with such request, and, if permitted by applicable Law, provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, each party has the right to redact or otherwise exclude the other party from receiving any confidential competitively sensitive information required to be shared under this Section 5.11; provided that such other party’s external counsel shall be entitled to receive such confidential competitively sensitive information on an external counsel basis only. Neither Parent nor the Company shall commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll, or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned, or delayed). (b) In connection with and without Without limiting the foregoinggenerality of the undertakings pursuant to Section 5.11(a) hereof, the Company and Parent shall parties hereto shall: (i) use their reasonable best efforts provide or cause to ensure that no state takeover statute be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws information and documents requested by any such Governmental Entity as necessary, proper, or similar statute or regulation is or becomes applicable advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement (provided, that in the case of the filing under the HSR Act, such filing shall be made within ten (10) Business Days of the date of this Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the Merger HSR Act or any of the other transactions contemplated hereby, applicable Antitrust Laws; and (ii) if any state takeover statute or similar statute or regulation becomes applicable subject to this Agreement or the Merger or any other transaction contemplated herebyterms set forth in Section 5.11(b) hereof, take all action such actions as are necessary or advisable to ensure that obtain prompt approval of the Merger and consummation of the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect by any Governmental Entity or expiration of such statute or regulation on the Merger and the other transactions contemplated herebyapplicable waiting periods. (c) In connection with and without limiting the foregoingevent that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Mergers, the Company and Parent Holdco Stock Issuance, the Holdco Charter Amendment or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, or any other temporary or permanent injunction which could delay or prevent the Closing, the parties shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSBresist, or another banking subsidiary of Parentat their respective cost and expense, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an any such action or proceeding byand to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, delays or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, Parent shall have the sole right to devise and implement the strategy for obtaining any necessary clearance or approval, for responding to any request, inquiry, or investigation, for defending any lawsuit challenging the Mergers, the Holdco Stock Issuance, the Holdco Charter Amendment or any other transaction contemplated by this Agreement, and for leading all meetings and communications with any Governmental Entity (including that has authority to enforce the OTS Approval)Antitrust Laws; provided, however, that Parent shall consult with the Company and consider in good faith views expressed by the Company and its Representatives concerning the foregoing. (d) At Without limiting the generality of Parent’s undertakings pursuant to this Section 5.11, but subject to Section 5.11(e), Parent agrees to use its reasonable request best efforts including by taking any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Entity or any other Person so as to enable the parties to consummate the transactions contemplated by this Agreement as promptly as possible, including proposing, negotiating, committing to and effecting, by consent decree, order, hold separate orders, or otherwise the sale, divestiture or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement. In addition, Parent shall use its reasonable best efforts including by defending through Legal Action on the merits any claim asserted in any Governmental Entity by any party in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary or permanent) that would prevent the consummation of the Closing. (e) Notwithstanding anything to the contrary contained in this Agreement, including Section 5.11(d), nothing in this Agreement shall require Parent to take any action that will require, or be deemed to require, Parent or the Company to take any action that would reasonably be expected to have or result in a “Material Adverse Impact,” including but not limited to any Material Adverse Impact that would result from (i) disposing or transferring any asset, including those of Parent or the Company; (ii) licensing or otherwise making available to any Person, any technology or other Intellectual Property of Parent or the Company; (iii) holding separate any assets or operations (either before or after the Closing Date) of Parent or the Company; or (iv) changing or modifying any course of conduct or otherwise making any commitment (to any Governmental Entity or otherwise) regarding future operations of Parent or the Company’s business to obtain any approval or clearance from any Governmental Entity or to prevent the initiation of any Legal Action by any Governmental Entity under any Antitrust Law or to prevent the entry of any decree, judgment, injunction (preliminary or permanent), or any order that would otherwise make the Agreement, Merger, or any contingent agreements unlawful. “Material Adverse Impact” means any material reduction in the value (including any reasonably anticipated economic benefit to be received by Holdco and its Subsidiaries, taken as a whole), measured either individually or in the aggregate of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under combined business, expected from the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the MergerMergers.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.09), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreementhereby, including (i) the obtaining of all necessary actions or nonactionspermits, waivers, consents consents, approvals and approvals actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental EntityEntities, (ii) the obtaining of all necessary consents, approvals material consents or waivers from third parties, and (iii) the defending execution and delivery of any lawsuits additional instruments reasonably requested by the other party hereto or necessary to consummate the Offer, the Merger and to fully carry out the purposes of this Agreement. Each party hereto shall, subject to applicable Law, promptly (x) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. To the extent reasonably practicable, the parties or their Representatives shall have the right to review in advance and each of the parties will consult the others on, all the information relating to the other and each of their respective Subsidiaries that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement, except that confidential competitively sensitive business information may be redacted from such exchanges. Each party hereto shall promptly inform and provide a copy to the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If any party hereto receives a request for additional information or documentary material from any Governmental Entity with respect to any filing or submission or with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. Each party hereto shall give the other reasonable prior notice of any communication to, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such filing or any such transaction. To the extent reasonably practicable, no party hereto shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Entity in respect of any such filing, investigation or other legal proceedingsinquiry without giving the other party reasonable prior notice of such meeting or conversation and, whether judicial to the extent permitted by applicable Law, without giving the opportunity of the other party to attend or administrativeparticipate. To the extent permitted by applicable Law, challenging the parties to this Agreement will consult and cooperate with one another in connection with any analyses, appearance, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to this Agreement in connection with proceedings under or related to the HSR Act. Any action taken by the Company that is permissible under Section 6.04 shall not be a violation of this Section 6.09(a). (b) Without limiting the generality of the undertakings pursuant to Section 6.09(a) hereof, the parties hereto shall (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement (provided that in the case of the filing under the HSR Act, such filing shall be made within five (5) Business Days of the date of this Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery by any Governmental Entity or expiration of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreementapplicable waiting periods. (bc) In connection with and without limiting the foregoingevent that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Offer, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, take all each of the parties hereto shall use its reasonable best efforts to contest and resist any such action necessary or proceeding and to ensure have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoingAgreement; provided, the Company and Parent however, that in no event shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and or any of their respective Affiliates be obligated to sell, transfer or otherwise divest any of its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all assets, properties or businesses (including assets, properties or businesses that were assets, properties or businesses of the indebtedness outstanding under Company or any of its Subsidiaries prior to the IndentureEffective Time) or enter into any agreements providing for any such sale, dated as transfer or other divesture or restricting or limiting in any way or to any extent the Company or its Subsidiaries or Affiliates from engaging in any business anywhere in the world, other than the sale, transfer or divestiture of August 6no more than five (5) store locations of the Company or Parent or any of their respective Subsidiaries that Parent, 1998in its reasonable discretion, between Mercury State Holdings Inc. and The Bank determines is de minimis to the business or operations of New Yorkthe Company or Parent, as trustee (including any amendments and supplemental indenturesapplicable, the "Indenture"), to be called for redemption and redeemed taken as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Mergerwhole.

Reasonable Best Efforts. (a) Subject to Section 4.2(b), upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practical, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, such as those referred to in Sections 4.1(d)(1)-(4) and 4.2(b)(1)-(3)) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consentswaivers, consents or approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. . Without limiting the generality of the foregoing, each of the Company and the Trust shall, to the extent required under the HSR Act, promptly file or cause to be filed with the Federal Trade Commission (bthe "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") notification and report forms pursuant to the HSR Act relating to the merger and the other transactions contemplated in this Agreement. The Company and the Trust shall promptly respond to any request for additional information or documenting material by the FTC or Antitrust Division and shall cooperate with each other to effect the expiration of any waiting periods applicable thereto as promptly as practicable. The Company and the Trust shall each consult with the other and use their reasonable best efforts to coordinate any communications or filings with the FTC and the Antitrust Division. In connection with and without limiting the foregoing, the Company and Parent its Board of Directors shall (i) use their take all reasonable best efforts action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or Agreement, the Stockholders Agreements, the Merger or any of the other transactions contemplated hereby, hereby or thereby and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or Agreement, the Stockholders Agreements, the Merger or any other transaction contemplated herebyhereby or thereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreements may be consummated as promptly as practicable practical on the terms contemplated hereby herein and therein and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) by this Agreement and the Stockholders Agreements. In connection with and without limiting the foregoingaddition, the Company Trust undertakes and Parent shall agrees to use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent to take all reasonable actions necessary to obtain the Commitment within the 30-day period specified in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"Section 3.2(e), to be called for redemption and redeemed finalize the definitive documentation as promptly as possible following practicable thereafter for the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 funding in full of the Indenture from 60 days merger consideration that will become payable at the Effective Time and to 30 days or agree cause the conditions to accept a redemption notice that is conditioned upon the consummation of the Mergerfunding thereunder to be satisfied.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto Caremark and CVS shall use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations Applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, consents petitions, statements, registrations, submissions of information, applications and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, documents and (ii) if obtaining and maintaining all approvals, consents, waivers, licenses, orders, registrations, permits, authorizations, clearances and other confirmations required to be obtained from any state takeover statute Governmental Authority or similar statute other Third Party that are necessary, proper or regulation becomes applicable advisable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that consummate the Merger and the other transactions contemplated by this Agreement; provided that the parties hereto understand and agree that in no event shall any party be required by this Section 8.01 or any other provision of this Agreement may (i) to enter into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the transactions contemplated hereby or (ii) to divest or otherwise hold separate (including by establishing a trust or otherwise), or take any other action (or otherwise agree to do any of the foregoing) with respect to any of its Subsidiaries or any of their respective Affiliates’ businesses, assets or properties in any such case in (i) or (ii) that would reasonably be consummated expected to (x) materially and adversely diminish the benefits expected to be derived by the parties on the date of this Agreement from the combination of CVS and Caremark via the Merger (such combined business to be taken as a whole), in such a manner that such party would not have entered into this Agreement in the face of such materially and adversely diminished benefits or (y) otherwise have a Material Adverse Effect after the Effective Time on CVS and its Subsidiaries (including the Surviving Corporation), taken as a whole, ignoring for this purpose only clause (vi) of the definition of Material Adverse Effect insofar as it relates to the matters under consideration with respect to the applicable provision of this Agreement (as described in this clause (y), a “Regulatory Material Adverse Effect”). (b) In furtherance and not in limitation of the foregoing, each of CVS and Caremark shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. in any event within thirty (c30) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") Business Days of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents date hereof and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed supply as promptly as possible following the Closing. In furtherance thereof, the Company practicable any additional information and its subsidiaries agree to request documentary material that The Bank of New York consent to shorten the notice period required may be requested pursuant to Section 3.02 the HSR Act and to take all other actions necessary to cause the expiration or termination of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon applicable waiting periods under the consummation of the MergerHSR Act as soon as practicable.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the Merger most expeditious manner practicable, the Mergers and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all steps reasonable best efforts as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Legal Proceeding; (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Section 4.05(b) of the Company Disclosure Letter; (iiiiv) the termination of each agreement set forth on Section 7.05 of the Company Disclosure Letter; (v) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated Transactions, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed; and (ivvi) the execution and or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoingTransactions. This obligation shall include, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary part of Parent, including, without limitation, sending a termination letter to the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities Trustee substantially in the applicable form attached to the Trust Agreement (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval“Trust Termination Letter”). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations advisable, to consummate and make effective effective, as soon as reasonably practicable, the Merger Amalgamation and the other transactions contemplated by this Agreement, including including, but not limited to: (i) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings with, and the taking of all other reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, ; (ii) the obtaining obtaining, of all necessary consents, approvals or waivers from third parties, persons other than Governmental Entities; (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement Agreement, the Parent Ancillary Agreements and HIIC Ancillary Agreements, or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent Each party hereto shall (i) use their its reasonable best efforts not to ensure that no state takeover statute take any action, or similar statute to enter into any transaction, which would cause any of its representations or regulation is or becomes applicable to warranties contained in this Agreement to be untrue or the Merger or to result in a breach of any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to its covenants in this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebyAgreement. (c) In connection with and without limiting Notwithstanding any provision in this Agreement to the foregoing, the Company and contrary neither Parent nor HIIC shall be obligated to use their its reasonable best efforts or to effect take any action (or omit to take any action) pursuant to this Agreement if the combination (Board of Directors of Parent or HIIC, as the "Bank Combination") case may be, shall conclude in good faith on the basis of the Bank advice of its outside counsel that such action would be inconsistent with Citibank FSB, or another banking subsidiary the fiduciary obligations of Parent, including, without limitation, the obtaining such Board of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval)Directors under applicable law. (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in other provisions of this Agreement, the Company and each of the parties hereto shall Purchaser agrees to use its respective reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (ia) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied; (b) the making of all necessary registrations and filings and the taking of all reasonable steps necessary to obtain an approval, order or waiver from, or to avoid an action or proceeding by any governmental entity or third party, and the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval governmental entities or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, including the Required Approvals (iiic) solely with respect to the defending of Company, any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement necessary Regulatory Approvals for such redemption and transfer; and (ivd) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection . Purchaser, on the one hand, and the Company, on the other hand, agrees to keep the other reasonably apprised of the status of matters referred to in this Section 4.11. The Company shall promptly furnish each Purchaser with and without limiting the foregoingcopies of written communications received by it or its Affiliates from, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or delivered by any of the other transactions contemplated herebyforegoing to, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or governmental entity in respect of the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoingAgreement; provided, that the Company and Parent may redact any confidential information contained therein. Upon request by the Company, each Purchaser shall use their reasonable best efforts to effect promptly furnish the combination (the "Bank Combination") Company with copies of the Bank with Citibank FSB, non-confidential written communications received by it or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver its Affiliates from, or to avoid an action or proceeding bydelivered by any of the foregoing to, any Governmental Entity (governmental entity in respect of the transactions contemplated by this Agreement. Notwithstanding anything in this Section 4.11 or elsewhere in this Agreement to the contrary, no Purchaser shall be required to provide to any person pursuant to this Agreement any of its, its Affiliates’, its investment advisor’s or its or their control persons’ or equity holders’ nonpublic, proprietary, personal or otherwise confidential information including the OTS Approval). (d) At identities or financial condition of limited partners, shareholders or non-managing members of Purchaser or its Affiliates or their investment advisors. The Company shall file Form Ds timely with the reasonable request of ParentCommission and other jurisdictions’ securities and blue sky officials and, to the Company and extent applicable, shall cause its subsidiaries placement agent to timely file with FINRA all offering materials required by FINRA Rule 5123. Notwithstanding anything to the contrary in this Section 4.11, no Purchaser shall use their reasonable best efforts and cooperate with Parent in order be required to permit all perform any of the indebtedness outstanding under above actions if such performance would constitute or could reasonably result in any restriction or condition that such Purchaser determines, in its reasonable good faith judgment, (i) is materially and unreasonably burdensome, or (ii) would reduce the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 benefits of the Indenture from 60 days transactions contemplated hereby to 30 days such Purchaser to such a degree that such Purchaser would not have entered into this Agreement had such condition or agree restriction been known to accept it on the date of this Agreement (any such condition or restriction, a redemption notice that is conditioned upon “Burdensome Condition”); for the consummation avoidance of doubt, any requirement to disclose the Mergeridentities or financial condition of limited partners, shareholders or non-managing members of such Purchaser or its Affiliates or its investment advisers shall be deemed a Burdensome Condition unless otherwise determined by such Purchaser in its sole discretion.

Reasonable Best Efforts. (a) Subject (i) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall as promptly as practicable following the date of this Agreement file with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) all requisite documents and notifications relating to this Agreement and the terms transactions contemplated hereby, including the Merger, as required by the HSR Act and conditions set forth in the rules and regulations promulgated thereunder, together with all such other filings and submissions under Applicable Law, as the case may be, for the consummation of the transactions contemplated by this Agreement, including the Merger; and (ii) each of Parent and Merger Sub, on the parties hereto one hand, and the Company, on the other hand, shall use its reasonable best efforts to obtain and maintain in connection with the transactions contemplated by this Agreement, including the Merger, all approvals, consents, registrations, permits, authorizations and other confirmations of all Government Authorities which, if not obtained, would result in a Parent Material Adverse Effect or Company Material Adverse Effect, as applicable. (subject tob) Each of Parent, Merger Sub and the Company shall: (i) cooperate and coordinate with the other in accordance withthe making of any filings or submissions that are required to be made under any Applicable Laws or requested to be made by any Government Authority in connection with the transactions contemplated by this Agreement, including the Merger; (ii) supply the other or its Representatives with any material information that may be required or requested by any Government Authority in connection with such filings or submissions; (iii) supply any additional information that may be required or requested by the FTC, the DOJ or other Government Authorities as promptly as practicable; (iv) use their reasonable best efforts to cause the expiration or termination of the applicable lawwaiting periods under any Applicable Laws as soon as reasonably practicable; and (v) use their reasonable best efforts to take promptlyoffer to take, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, including the Merger, including by taking all such actions and (ii) doing all such things necessary to resolve such objections, if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any, as the Merger FTC, the DOJ or any other transaction Government Authority or Person may assert under any Applicable Laws and to avoid or eliminate each and every impediment under any Applicable Law that may be asserted by the FTC, the DOJ or any other Government Authority so as to enable the transactions contemplated hereby, take all action necessary including the Merger, to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly soon as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebyexpeditiously possible. (c) In connection with Each of the Parent, Merger Sub and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect structure the combination (Merger to qualify as a reorganization under the "Bank Combination"provisions of Section 368 of the Code. Both prior to and after the Effective Time, each party’s books and records shall be maintained, and all federal, state and local income tax returns and schedules thereto shall be filed, in a manner consistent with the Merger being qualified as a reverse triangular merger under Section 368(a)(2)(E) of the Bank with Citibank FSBCode (and comparable provisions of any applicable state or local laws), except to the extent the Merger is determined in a final administrative or another banking subsidiary judicial decision not to qualify as a reorganization within the meaning of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS ApprovalSection 368(a) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the MergerCode.

Reasonable Best Efforts. (a) Subject to Upon receipt of an SLP IPO Notice, the terms Company and conditions set forth in this Agreement, the Stockholders shall each of the parties hereto shall use its their respective reasonable best efforts (subject toto effect a Minimum Float IPO as soon as reasonably practicable, and in accordance withany event, applicable lawwithin one hundred eighty (180) days following the Company’s receipt of an SLP IPO Notice, provided, that reasonable best efforts shall not be deemed to take promptlyrequire that any Stockholder sell shares in the IPO. Without limiting the foregoing, or following receipt of an SLP IPO Notice, the Stockholders and the Company agree to use their respective reasonable best efforts to promptly take, and cause each of their Subsidiaries, officers, employees, agents and representatives to promptly take, all such actions, and cause to be takendone all such things, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary or appropriate to obtain an approval or waiver fromconsummate a Minimum Float IPO, or including pursuant to avoid an action or proceeding bySection 2.3 of the Registration Rights Agreement and causing the Company to (A) promptly engage such financial advisors, accountants, attorneys and other advisors as may be appropriate (and the Stockholders shall waive, and cause their Affiliates to waive, any Governmental Entityconflicts of interest resulting from the engagement of such Persons by the Company), (iiB) reorganize, consolidate, exchange, combine or otherwise restructure the obtaining Company and its Subsidiaries as may be appropriate (and in accordance with Section 6.9), (C) amend, modify, repeal or restate the governing, constituent or Organizational Documents of the Company or its Subsidiaries, (D) participate in and otherwise facilitate any due diligence process, (E) prepare, comment to, revise or modify the registration statement, prospectus, investor and/or rating agency materials, SEC correspondence and any other necessary documentation, including any amendments to any of the foregoing, (F) implement all necessary consentscorporate governance procedures and policies, approvals including those related to whistleblowers, affiliate transactions, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Regulation FD, any listing or waivers from third partiesFINRA code of business conduct or ethics, (iiiG) the defending of any lawsuits or other legal proceedingsappoint qualified independent directors, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement (H) engage a “big four” accounting firm and (ivI) participate in a reasonable number of rating agency meetings, road shows and any other investor presentations (clauses (A) through (I), collectively, the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) “IPO Efforts”). In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or keep the Merger or any SLP Stockholders reasonably apprised of the other transactions contemplated herebystatus of effecting such Minimum Float IPO, and (ii) if any state takeover statute or similar statute or regulation becomes applicable consult with the SLP Stockholders and their representatives and consider in good faith the SLP Stockholders’ and their representatives’ advice and recommendations with respect to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebyMinimum Float IPO. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in this Agreementprovided herein, each of the parties hereto Company, Parent and Sub shall, and the Company shall cause each of its Subsidiaries to, cooperate and use its their reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actionsappropriate action, and to do promptlymake, or cause to be done, and to assist and cooperate with the other parties in doingmade, all things filings necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this AgreementAgreement including, including (i) without limitation, their reasonable best efforts to obtain, prior to the obtaining of Closing Date, all necessary actions or nonactionslicenses, waiverspermits, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesapprovals, (iii) authorizations, qualifications and orders of governmental authorities and parties to contracts with the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Company and its Subsidiaries as are necessary for consummation of the transactions contemplated by this Agreement and (iv) to fulfill the execution conditions to the Offer and delivery of any additional instruments necessary to consummate the transactions contemplated byMerger; PROVIDED, HOWEVER, that no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and no contract shall be amended to fully carry out increase the purposes ofamount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any such consent, this Agreement. approval or authorization without the prior written consent of Parent (b) In connection with and without which shall not be unreasonably withheld). Without limiting the generality of the foregoing, without the Company and prior written consent of the Company, neither Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or nor Sub will take any action which would cause any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or conditions set forth in the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), Commitment Letter not to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and satisfied or which would make its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to representation in Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger5.8 hereof untrue.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in this AgreementAgreement and provided that at all times the provisions of Section 5.3 shall govern the matters set forth therein, each of Parent, Merger Sub and Merger Sub 2, on the parties hereto one hand, and the Company, on the other hand, shall use its their respective reasonable best efforts to (subject to, and in accordance with, applicable lawi) to take promptly, (or cause to be taken, ) all actions, and to (ii) do promptly, (or cause to be done, ) all things and to (iii) assist and cooperate with the other parties Parties in doingdoing (or causing to be done) all things, all things in each case as are reasonably necessary, proper or advisable under pursuant to applicable laws and regulations Law or otherwise to consummate and make effective effective, in the Merger most expeditious manner practicable, the Mergers and the other transactions contemplated by this Agreement, including (i) by using reasonable best efforts to cause the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and conditions to the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation obligations of the transactions contemplated by this Agreement and (iv) other Parties to effect the execution and delivery of any additional instruments necessary Mergers set forth in Article VI to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreementbe satisfied as promptly as reasonably practicable. (b) In connection with furtherance of, and without limiting not in limitation of Section 5.25(a), (but subject to the foregoingterms and conditions set forth in this Agreement and provided that at all times the provisions of Section 5.3 shall govern the matters set forth therein), as promptly as practicable after the Company and Parent shall execution of this Agreement, each Party (i) use their reasonable best efforts shall make all filings and give all notices that are or may be required to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or be made and given by such Party in connection with the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger Mergers and the other transactions contemplated by this Agreement may Agreement, (ii) shall use reasonable best efforts to obtain all Consents from third Persons which are required to be consummated as promptly as practicable on obtained (pursuant to any applicable Law, Contract, or otherwise) by such Party in connection with the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger Mergers and the other transactions contemplated hereby. by this Agreement, and (ciii) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable upon request of Parentanother Party and to the extent permitted by applicable Law or applicable Contract, the Company promptly deliver to such other Party a copy of each such filing made, each such notice given and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Mergereach such Consent obtained by it.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth herein provided, except as otherwise provided in this Agreement, and without limiting the obligations of the parties under Section 7.5 (but subject to limitations therein), each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptly, or cause to be taken, taken all actions, and to do promptly, or cause to be done, done and to assist and cooperate with the other parties party hereto in doing, doing all things reasonably necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including including, but not limited to: (i) the obtaining satisfaction (but not the waiver) of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making conditions precedent to the obligations of all necessary registrations and filings and any of the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, parties hereto; (ii) the obtaining of all necessary and applicable consents, waivers or approvals or waivers from of any third parties, parties (including Governmental Entities); (iii) the defending of any lawsuits or other legal proceedingsActions, whether judicial or administrative, challenging this Agreement or the consummation performance of the transactions contemplated by obligations hereunder; (iv) the submission of joint instructions, from time to time as necessary for the release of any monies due to any party to this Agreement and from the Escrow Fund (ivas defined in the Escrow Agreement), (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated bysuch instruments, and the taking of such other actions as the other party hereto may reasonably require in order to fully carry out the purposes of, intent of this Agreement. (b) In connection with and without . Notwithstanding the foregoing, none of the Company or the Holders or any of their respective Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable consent, waiver or approval. Without limiting the foregoing, the Company shall promptly take all actions reasonably requested by Parent prior to the Closing to perfect the transfer to the Company or one of its Subsidiaries of legal and Parent shall (i) use their reasonable best efforts beneficial title to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any those interests in its Subsidiaries not held by one of the other transactions contemplated hereby, Acquired Companies as set forth in Section 3.3 of the Company Disclosure Letter by the Closing and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary actions reasonably requested by Parent prior to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise Closing to minimize the effect bring any Subsidiary of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company that is not in good standing (or its local law equivalent) or is otherwise not in compliance with local law requirements as to corporate, tax and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination"foreign investment registrations as set forth in Section 3.3(b) of the Bank with Citibank FSB, Company Disclosure Letter into good standing (or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approvalits local law equivalent) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval)compliance with such local law requirements. (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, and in all cases subject to Section 6.2(b), each of Parent, Merger Sub and the parties hereto Company shall use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things actions that are necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, as promptly as reasonably practicable, the Transactions, including using reasonable best efforts to (i) cause each of the conditions to the Merger and set forth in Article VII to be satisfied as promptly as reasonably practicable after the other transactions contemplated by date of this Agreement, including (iii) obtain, as promptly as reasonably practicable after the obtaining date of this Agreement, and maintain all necessary actions or nonactions, waivers, consents non-actions and approvals Consents from Governmental Entities Authorities and the making of make all necessary registrations registrations, declarations and filings and the taking of all steps as may be with Governmental Authorities, that are necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) consummate the obtaining of all necessary consents, approvals or waivers from third partiesMerger, (iii) obtain all necessary or appropriate Consents under any Contracts to which the defending Company or any of any lawsuits or other legal proceedings, whether judicial or administrative, challenging its Subsidiaries is a party in connection with this Agreement or and the consummation of the transactions contemplated by this Agreement Transactions and (iv) reasonably cooperate with the execution and delivery of any additional instruments necessary other party or parties with respect to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated herebyforegoing. Notwithstanding anything to the contrary herein, neither party, prior to the Effective Time, shall be required to, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect not without the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary consent of Parent, includingpay any consent or other similar fee, without limitation, the obtaining of all necessary actions “profit-sharing” or nonactions, waivers, consents and approvals from Governmental Entities other similar payment or other consideration (including increased rent or other similar payments or agree to enter into any amendments, supplements or other modifications to (or waivers of) the OTS Approvalexisting terms of any Contract), or provide additional security (including a guaranty) and the making of all necessary registrations and filings and the taking of all steps as may be necessary or otherwise assume or incur or agree to assume or incur any Liability, to obtain an approval or waiver from, or to avoid an action or proceeding by, any Consent of any Person (including any Governmental Entity (including the OTS Approval). (dAuthority) At the reasonable request of under any Contract; provided that, if so requested in writing by Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days any such payment, consideration, security or agree to accept a redemption notice Liability that is conditioned upon the consummation of the MergerClosing.

Reasonable Best Efforts. (a) Subject to the terms hereof, including Section 6.1, Section 6.4(b), Section 6.4(c) and conditions set forth in this AgreementSection 6.4(d), each of the parties party hereto shall each use its reasonable best efforts to: (subject to, and in accordance with, applicable lawi) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated hereby as promptly as practicable; (ii) as promptly as practicable, obtain any consents, licenses, permits, waivers, approvals, authorizations, or orders required to be obtained by such party (or any of its Subsidiaries) from any Governmental Entity or third party in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that in no event shall the Parent, the Purchaser, the Company or any of their respective Subsidiaries be required to pay any monies (except for filings or similar fees) or (except, in the case of the Parent or the Purchaser, as contemplated by, and subject to, Section 6.4(d)) agree to any material undertaking in connection with any of the foregoing; (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act, any other applicable Antitrust Laws and any related governmental request thereunder and (C) any other applicable law; (iv) contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (a “Restrictive Order”) which has the effect of prohibiting consummation of the Offer or making the Merger illegal or otherwise prohibiting consummation of the Offer, the Merger or the other transactions contemplated by this Agreement, including ; and (iv) the obtaining of all necessary actions execute or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. The parties hereto shall cooperate with each other in connection with the making of all such filings and submissions contemplated by the foregoing clauses (ii) or (iii), including providing copies of all such documents to the non-filing Person and its advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. Each party hereto shall use its reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable law in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, each party may, as each determines is reasonably necessary, designate competitively sensitive material provided to the other pursuant to this Section 6.4 as “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to directors, officers or employees of the recipient unless express permission is obtained in advance from the source of the materials (Parent or Company, as the case may be) or its legal counsel. For the avoidance of doubt, nothing contained in this Section 6.4(a) shall limit any obligation under any other provision in this Section 6.4. (b) In connection with and without Without limiting the foregoinggenerality of anything contained in this Section 6.4, each of the Parent and the Company shall as soon as reasonably practicable and Parent shall in any event within ten (i10) use their reasonable best efforts Business Days following the date of this Agreement, if required, make an appropriate filing of a Notification and Report Form pursuant to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any HSR Act (including seeking early termination of the other transactions contemplated hereby, and (iiwaiting period under the HSR Act) if any state takeover statute or similar statute or regulation becomes applicable with respect to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on Agreement. None of the terms contemplated hereby and otherwise Parent, the Purchaser or the Company shall commit to minimize or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the effect HSR Act or other applicable Antitrust Laws or enter into a timing agreement with any Governmental Entity, without the prior written consent of such statute or regulation on the Merger and the other transactions contemplated herebyparties. (c) In connection with Subject to the terms hereof, and without limiting the foregoingParent’s obligations under Section 6.4(d), the Company parties hereto shall, and Parent shall cause each of their respective Subsidiaries to, cooperate and use their respective reasonable best efforts to effect obtain any government clearances or approvals required for the combination (Closing under any Antitrust Law, to respond to any government requests for information under any Antitrust Law, to cause any waiting periods under any applicable Antitrust Laws to expire or be terminated, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any Restrictive Order. The parties hereto shall consult and cooperate with one another, and consider in good faith the "Bank Combination") views of one another, in connection with, and provide to the Bank other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with Citibank FSB, proceedings under or another banking subsidiary of Parent, including, without limitationrelating to any Antitrust Law. To the extent permitted by law or Governmental Entities reviewing the transactions contemplated by this Agreement, the obtaining of all necessary actions or nonactions, waivers, consents parties will provide each other the opportunity to participate in meetings and approvals from other substantive conversations with any such Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval)Entities. (d) At Notwithstanding anything to the reasonable request contrary in this Agreement, the Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective Subsidiaries, or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Parent, the Surviving Corporation or their respective Subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any Restrictive Order, which would have the effect of preventing or delaying the Acceptance Time beyond the Outside Date; provided, however, that neither the Parent nor any of its Subsidiaries shall be required to take any of the actions under this Section 6.4(d) or any other provision of Section 6.4 that would reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the Parent, the Company, or any of their respective Subsidiaries. For the purposes of this provision, a material adverse effect shall be measured relative to the size of the Company and its subsidiaries Subsidiaries taken as a whole, regardless of whether such actions are imposed on, or affect, the Parent, the Company, or any of their respective Subsidiaries. (e) For the avoidance of doubt, subject to Section 6.4(d), the Parent shall use their reasonable best efforts take any and cooperate with Parent all actions necessary in order to permit all ensure that (i) no requirement for a waiver, consent, approval or termination of applicable waiting periods of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indenturesFederal Trade Commission, the "Indenture")Antitrust Division of the Department of Justice, to be called for redemption any State Attorney General or other Governmental Entity and redeemed as promptly as possible following the Closing. In furtherance thereof(ii) no decree, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required judgment, injunction, temporary restraining order or any other order in any suit or proceeding, in each case pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the any Antitrust Law, would preclude consummation of the MergerOffer or the Merger by the Outside Date.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall Company and the Investors will use its their respective reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all appropriate actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective consummate, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including (i) causing the obtaining satisfaction and fulfillment of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without conditions set forth in Article 5. Without limiting the foregoing, the Company and Parent shall (i) use their its reasonable best efforts efforts, in order to ensure cause the condition set forth in Section 5.2(h) to be fulfilled at the Closing, to cause the conversion of the Series G Preferred Stock to take place at the Closing or as promptly as practicable after the Closing, and if the conversion will not occur until after the Closing, to obtain from all the holders of the Series G Preferred Stock written assurances at or before the Closing that no state takeover statute or similar statute or regulation is or becomes applicable to on the Closing Date, effective immediately after (but subject to) the completion of the sales of Common Stock contemplated by this Agreement and the other Investor Agreements, the Company will have the right to cause all the shares of Series G Preferred Stock to be converted into Common Stock. (b) Notwithstanding anything in Section 4.7(a) or elsewhere in this Agreement, if any Governmental Entity requires disclosure of the Merger identities of limited partners, shareholders or members (other than the managing member) of an Investor or any of the its Affiliates or investment advisors, or other transactions contemplated herebyconfidential proprietary information of an Investor or any of its Affiliates or investment advisers, and such Investor is not able with reasonable effort to persuade the Governmental Entity to accept only the information that such Investor typically provides to Governmental Entities under policies of such Investor and its Affiliates (iiincluding policies regarding confidential treatment of the information that is provided) that such Investor and its Affiliates consistently apply, such Investor may refuse to provide that information, but if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger it does so and the other Company reasonably determines that there is a significant possibility that such Investor’s failure to provide that information will prevent, or materially delay, the Governmental Entity’s giving a required consent or approval, the Company will have the option, after reasonable consultation with such Investor to determine a mutually acceptable resolution to the issue and the failure by the Company and such Investor to reach such a resolution, to terminate the Investor’s participation in the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebyAgreement. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (subject tounless, and in accordance withwith respect to any action, applicable lawanother standard of performance is expressly provided for herein) to take promptlypromptly (i) take, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and regulations to consummate and make effective effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of preparing and filing promptly and fully all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, consents petitions, statements, registrations, submissions of information, applications and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entityother documents, (ii) the obtaining of obtain all necessary approvals, consents, approvals registrations, waivers, permits, authorizations, orders and other confirmations from any Governmental Entity or waivers from third partiesparty necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (iii) execute and deliver any additional instruments necessary to consummate the defending of any lawsuits or Merger and the other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the execution and delivery consummation of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement, in the case of each of clauses (i) through (iv), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, permits, authorizations and other confirmations relating to Regulatory Laws, which are the subject of Section 6.03(c) and Section 6.03(d). (b) In connection with furtherance and without limiting not in limitation of the foregoing, the Company and Parent shall (i) each use their its reasonable best efforts to (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation Takeover Law is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, by this Agreement and refrain from taking any actions that would cause the applicability of such Takeover Laws and (ii) if the restrictions of any state takeover statute or similar statute or regulation becomes Takeover Law become applicable to any of the transactions contemplated by this Agreement or the Merger or any other transaction contemplated herebyAgreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise to lawfully minimize the effect of such statute Takeover Law on the transactions contemplated hereby. (c) Each of the parties hereto agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other applicable Regulatory Law with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable and advisable following the date hereof, (ii) supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act or regulation on any other applicable Regulatory Law and (iii) take or cause to be taken all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Regulatory Laws and to obtain all consents under any Regulatory Laws that may be required by the FTC, DOJ or any Governmental Entity with competent jurisdiction, so as to enable the parties hereto to consummate the Merger and the other transactions contemplated hereby. (c) . In connection with furtherance and without limiting not in limitation of the foregoing, each party hereto shall take or cause to be taken all actions necessary to resolve objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Regulatory Law, including (A) defending any Action challenging this Agreement or the consummation of the transactions contemplated hereby (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), (B) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Entity or with any other person, (C) selling, divesting, conveying or holding separate or otherwise taking any other action that limits Parent’s and its Subsidiaries’ freedom of action with respect to, or their ability to retain, particular products, assets or businesses of Parent or the Company or their respective Subsidiaries, or agreeing to take any such action, (D) terminating existing relationships, contractual rights or obligations of Parent or the Company or their respective Subsidiaries and (E) effectuating any other change or restructuring of Parent or the Company or their respective Subsidiaries, in each case, to the extent necessary to obtain all consents that may be required under the HSR Act or any other applicable Regulatory Laws or to resolve any objections asserted by any Governmental Entity with competent jurisdiction; provided, however, that Parent and its Subsidiaries (i) shall not be required to take any action or propose or enter into any divestiture, hold separate, or other consent order or consent decree or agreement with any Governmental Entity that would reasonably be expected to be materially adverse to the Company, Parent and their respective Subsidiaries, taken as a whole; and (ii) may determine, in their sole discretion, to sell, divest or dispose of certain assets, properties and businesses of Parent (or its Subsidiaries or Affiliates) (in lieu of or in combination with selling, divesting or disposing of certain assets, properties, or businesses of the Company and Parent shall use their reasonable best efforts its Subsidiaries), in order to avoid the entry of, or to effect the combination dissolution of, any decree, order, judgment, injunction, temporary restraining order or other Order in any Litigation. Nothing in this Section 6.03 shall require the Company or its Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing, or permit the Company or any of its Subsidiaries to take or agree to any action or other matter pursuant to this Section 6.03 referred to in clauses (B)-(E) above without Parent’s prior written consent (which consent shall be granted in accordance with the "Bank Combination"immediately preceding sentence), including that (but without limiting Parent’s obligations pursuant to the immediately preceding sentence) if any products, businesses or assets of the Bank with Citibank FSBCompany or Parent or their respective Subsidiaries are to be sold, divested or another banking subsidiary disposed of Parentpursuant to this Section 6.03, includingParent shall have the right to select the products, without limitationbusinesses and/or assets to be sold, the obtaining of all necessary actions divested or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval)disposed of. (d) At Each of the reasonable request of Parent, the Company and its subsidiaries parties hereto shall use their its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Entity by any person in connection with the transactions contemplated by this Agreement and cooperate in connection with Parent any investigation or other inquiry by or before a Governmental Entity relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, (ii) keep the other parties hereto informed in order to permit all material respects and on a reasonably timely basis of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the indebtedness outstanding under transactions contemplated by this Agreement, (iii) subject to Applicable Laws relating to the Indentureexchange of information, dated as of August 6and to the extent reasonably practicable, 1998, between Mercury State Holdings Inc. consult with the other parties hereto with respect to information relating to the other parties hereto and The Bank of New Yorktheir respective Subsidiaries, as trustee the case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity, or in any filings or submissions in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby (it being understood that certain documents including any amendments those submitted under Item 4(c) or 4(d) of the Notification and supplemental indenturesReport Form pursuant to the HSR Act may be subject to reasonable redactions), and (iv) to the extent practicable and permitted by the FTC, the "Indenture")DOJ or such other applicable Governmental Entity or private party, as the case may be, give the other parties hereto the opportunity to be called for redemption attend and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company participate in any meetings and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Mergerconferences.

Reasonable Best Efforts. (a) Subject The Company and ANI will each: (i) cooperate and coordinate with the other in the making of any filings or submissions that are required to be made under any Applicable Laws or requested to be made by any Government Authority in connection with the terms and conditions set forth in transactions contemplated by this Agreement, each of including the parties hereto shall Merger; (ii) supply the other or its Representatives with any material information that may be required or requested by any Government Authority in connection with such filings or submissions; (iii) use its their reasonable best efforts to cause the expiration or termination of the applicable waiting periods under any Applicable Laws as soon as reasonably practicable; and (subject to, and in accordance with, applicable lawiv) use their reasonable best efforts to take promptlyoffer to take, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreementhereby, including (i) the obtaining of Merger, including by taking all such actions and doing all such things necessary actions to resolve such objections, if any, as any Government Authority or nonactions, waivers, consents Person may assert under any Applicable Laws and approvals from Governmental Entities to avoid or eliminate each and the making of all necessary registrations and filings and the taking of all steps as every impediment under any Applicable Law that may be necessary asserted by any Government Authority so as to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of enable the transactions contemplated by this Agreement and (iv) hereby, including the execution and delivery of any additional instruments necessary Merger, to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreementbe consummated as soon as expeditiously possible. (b) In connection with and without limiting the foregoing, the The Company and Parent shall (i) ANI will each use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or structure the Merger or any to qualify as a reorganization under the provisions of Section 368 of the other transactions contemplated herebyCode. Both prior to and after the Effective Time, each Party’s books and records will be maintained, and (ii) if any all federal, state takeover statute or similar statute or regulation becomes applicable to this Agreement or and local income tax returns and schedules thereto will be filed, in a manner consistent with the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated being qualified as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination"a reorganization under Section 368(a) of the Bank with Citibank FSBCode (and comparable provisions of any applicable state or local laws), except to the extent the Merger is determined in a final administrative or another banking subsidiary judicial decision not to qualify as a reorganization within the meaning of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS ApprovalSection 368(a) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the MergerCode.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall cooperate with the other parties and use its (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (subject tounless, and in accordance withwith respect to any action, applicable lawanother standard of performance is expressly provided for herein) to take promptlypromptly (i) take, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things reasonably necessary, proper or advisable under applicable laws to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and regulations to consummate and make effective effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of preparing and filing promptly and fully all documentation to effect all necessary actions or nonactionsfilings, waiversnotices, consents petitions, statements, registrations, submissions of information, applications and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entityother documents, (ii) the obtaining of obtain all necessary approvals, consents, approvals registrations, waivers, Permits, authorizations, orders and other confirmations from any Governmental Entity necessary, proper or waivers from third partiesadvisable to consummate the transactions contemplated by this Agreement, (iii) execute and deliver any additional instruments necessary to consummate the defending of any lawsuits or Merger and the other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) defend or contest in good faith any Action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the execution and delivery consummation of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement, in the case of each of clauses (i) through (iv), other than with respect to filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, approvals, consents, registrations, Permits, authorizations and other confirmations relating to Regulatory Laws, which are the subject of Section 6.03(c) and Section 6.03(d). (b) In connection with furtherance and without limiting not in limitation of the foregoing, the Company and Parent shall (i) each use their its reasonable best efforts to (i) take all action necessary to ensure that no state takeover “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation (collectively, “Takeover Laws”) is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, by this Agreement and refrain from taking any actions that would cause the applicability of such Takeover Laws and (ii) if the restrictions of any state takeover statute or similar statute or regulation becomes Takeover Law become applicable to any of the transactions contemplated by this Agreement or the Merger or any other transaction contemplated herebyAgreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise to lawfully minimize the effect of such statute Takeover Law on the transactions contemplated hereby. (c) Each of the parties hereto agrees to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and make any filing required under any other applicable Regulatory Law with respect to the transactions contemplated by this Agreement as promptly as reasonably practicable and advisable following the date hereof (which, in the case of the Notification and Report Form pursuant to the HSR Act, shall be no later than ten (10) Business Days from the date hereof and, in the case of all other filings under any other Regulatory Law, shall be as promptly as reasonably practicable following the date hereof, or, in each case, as otherwise agreed to by the Company and Parent), (ii) supply as promptly as practicable and advisable any additional information and documentary material that may be requested pursuant to the HSR Act or regulation on any other applicable Regulatory Law and (iii) use its reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other applicable Regulatory Laws and to obtain all consents under any Regulatory Laws that may be required by the FTC, DOJ or any Governmental Entity with competent jurisdiction, so as to enable the parties hereto to consummate the Merger and the other transactions contemplated hereby. (c) . In connection with furtherance and without limiting not in limitation of the foregoing, the Company and Parent each party hereto shall use their its reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSBresolve objections, or another banking subsidiary of Parentif any, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be asserted with respect to the transactions contemplated by this Agreement under any Regulatory Law, including (A) defending any Action challenging this Agreement or the consummation of the transactions contemplated hereby to which it is a party (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), (B) executing settlements, undertakings, consent decrees, stipulations or other agreements with any Governmental Entity or with any other Person, (C) terminating existing relationships, contractual rights or obligations of the Company or Parent or their respective Subsidiaries and (D) effectuating any other change or restructuring of the Company or Parent or their respective Subsidiaries, in each case, to the extent necessary to obtain an approval all consents that may be required under the HSR Act or waiver from, any other applicable Regulatory Laws or to avoid an action or proceeding by, resolve any objections asserted by any Governmental Entity with competent jurisdiction. Nothing in this Section 6.03 shall (W) require Parent or Merger Sub to sell, divest, convey or hold separate or otherwise take any other action (and the Company will not undertake any such action without Parent’s prior written consent) that limits Parent’s and its Subsidiaries’ freedom of action with respect to, or their ability to retain, particular products, assets or businesses of Parent or the Company or their respective Subsidiaries, or agree to take any such action, other than, solely in respect of products, assets or businesses of the Company (and not, for the avoidance of doubt, any products, assets, or businesses of Parent), only to the extent that such action would not reasonably be expected to impact in any material respect the expected benefits to Parent and its Subsidiaries, taken as a whole, of the transactions contemplated hereby, (X) require Parent, the Company or their respective Subsidiaries to take or agree to take any action with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing, (Y) require any of the parties to this Agreement to compensate any third party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain any such consent or approval or (Z) permit the Company or any of its Subsidiaries to take or agree to any action or other matter pursuant to this Section 6.03 referred to in clauses (B)-(D) or (X) above without Parent’s prior written consent, not to be unreasonably withheld. Other than with respect to the payment of all filing fees in connection therewith, which will be borne solely by Parent, the parties shall each bear their own costs and expenses of preparing such notifications and filings, including the OTS Approval)fees of their respective legal counsel. (d) At Each of the reasonable request of Parent, the Company and its subsidiaries parties hereto shall use their its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Entity by any Person in connection with the transactions contemplated by this Agreement and cooperate in connection with Parent any investigation or other inquiry by or before a Governmental Entity relating to the transactions contemplated by this Agreement, including any proceeding initiated by a private party, (ii) keep the other parties hereto informed in order to permit all material respects and on a reasonably timely basis of any communication received by such party from, or given by such party to, the FTC, the DOJ or any other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the indebtedness outstanding under transactions contemplated by this Agreement, (iii) subject to Applicable Laws relating to the Indentureexchange of information, dated as of August 6and to the extent reasonably practicable, 1998, between Mercury State Holdings Inc. consult with the other parties hereto with respect to information relating to the other parties hereto and The Bank of New Yorktheir respective Subsidiaries, as trustee the case may be, that appears in any filing made with, or written materials submitted to, any Governmental Entity, or in any filings or submissions in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby (it being understood that certain documents including any amendments those submitted under Item 4(c) or 4(d) of the Notification and supplemental indenturesReport Form pursuant to the HSR Act may be subject to reasonable redactions), and (iv) to the extent practicable and permitted by the FTC, the "Indenture")DOJ or such other applicable Governmental Entity or private party, as the case may be, give the other parties hereto the opportunity to attend and participate in any meetings and conferences. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this Section 6.03(d) as “outside counsel only.” Such materials and the information contained therein shall be called for redemption and redeemed as promptly as possible following given only to the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 outside legal counsel of the Indenture from 60 days recipient and will not be disclosed by such outside counsel to 30 days employees, officers, or agree to accept a redemption notice that is conditioned upon the consummation directors of the Mergerrecipient, unless express written permission is obtained in advance from the source of the materials.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the Merger most expeditious manner practicable, the Amalgamation and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Without limitation of the foregoing, Partners and NTL shall, and shall cause each of their subsidiaries to, and, in the case of Partners, shall use its reasonable best efforts to cause its Significant Affiliates to, promptly supply such information as is reasonably necessary to enable the confirmations and indications referred to in Section 6.1(c) to be obtained. (b) In connection with and without limiting the foregoing, the Company Partners and Parent NTL shall (i) use their reasonable best efforts take all action necessary to ensure that no state takeover statute or similar statute or regulation (other than the U.K. City Code on Takeovers and Mergers in relation to Cable London) is or becomes applicable to the Amalgamation, this Agreement or the Merger Agreement, or any of the other transactions contemplated hereby, by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Amalgamation, this Agreement or the Merger Agreement, or any other transaction contemplated herebyby this Agreement, take all action necessary to ensure that the Merger Amalgamation and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger Amalgamation and the other transactions contemplated herebyby this Agreement. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, the Company and Parent shall cooperate with each of the parties hereto shall other and use its their reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, such actions and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all such things as are necessary, proper or advisable under applicable laws and regulations Applicable Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable, including (i) preparing and filing with any Governmental Authority as promptly as practicable on after the terms date of this Agreement all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtaining and maintaining all Permits, waivers and other confirmations required to be obtained from any Governmental Authority that are necessary to consummate the transactions contemplated by this Agreement, in each case with respect to clauses (i) and (ii), subject to the parties’ obligations to cooperate pursuant to Section 8.01(b), (iii) defending or contesting any action, suit or proceeding challenging this Agreement or the transactions contemplated hereby and otherwise (iv) executing and delivering any additional instruments necessary to minimize consummate the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (b) Each of Parent and the Company shall (i) make with respect to the transactions contemplated hereby an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable and advisable (and in any event within 20 Business Days after the date of this Agreement (unless otherwise mutually agreed in writing by the parties hereto)), (ii) coordinate on any filings to a Governmental Authority that are not related to Antitrust Laws (it being understood and agreed that no party hereto shall independently make any such filing without the other parties’ prior written consent), (iii) respond to at the earliest practicable date, any request for additional information, documents or other materials received by either of them or any of their respective controlled Affiliates from any Governmental Authority in respect of such filings and (iv) cooperate with each other in connection with any such filings (including, to the extent permitted by Applicable Law, providing copies of all such documents to the non-filing parties prior to filing (with the exception of HSR filings and attachments thereto) and considering in good faith all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Governmental Authority with respect to any such filings. No party hereto shall independently participate in any pre-arranged formal meeting or substantive discussion, either in person, by videoconference, or by telephone, with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other parties hereto prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties shall use reasonable best efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 8.01(b) so as to preserve any applicable privilege. Notwithstanding anything to the contrary in this Section 8.01(b), each of Parent and the Company may limit access to materials shared with the other party to outside counsel (or outside antitrust counsel) only, and may withhold or redact materials provided to the other party: (x) to remove competitively sensitive information or information concerning valuation, (y) as necessary to comply with Applicable Law or contractual arrangements, and (z) as necessary to address reasonable attorney-client privilege or other privilege or confidentiality concerns. Parent shall pay all filing fees relating to the HSR Act. (c) In connection with and without Without limiting the generality of the foregoing, in connection with the Company efforts referenced in Section 8.01(a) and Section 8.01(b), Parent shall, and shall cause its controlled Affiliates, and their respective controlled Representatives to, use their reasonable best efforts to take such steps as are necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers that may be necessary or required by any Governmental Authority, so as to enable the consummation of the transactions contemplated by this Agreement by the End Date, including: (i) proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting), by order, hold separate order, trust or otherwise, the combination sale, divestiture, license, disposition or hold separate of the assets or businesses of the Company or its Subsidiaries, or otherwise offering to take or offering to commit to take any action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the "Bank Combination"businesses, assets, product lines, properties or services of the Company or its Subsidiaries), and if the offer is accepted, taking or committing to take such action (collectively, a “Divestiture”); and (ii) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of the Company or its Subsidiaries (collectively, a “Remedy”); provided that, notwithstanding anything to the contrary in this Section 8.01 or elsewhere in this Agreement, (A) no such Divestiture or Remedy shall be required if such Divestiture or Remedy would result in a Substantial Detriment, and (B) neither party shall be required to take any of the actions referred to above with respect to a Divestiture or Remedy unless the effectiveness thereof is conditioned on the occurrence of the Effective Time. For purposes of the preceding sentence, a Remedy or Divestiture shall be deemed to result in a “Substantial Detriment” if such actions, considered individually or collectively, (w) for avoidance of doubt, involve any Divestiture or Remedy with respect to any asset or business of Parent, its Affiliates, or any of their Subsidiaries or Affiliates, (x) involve any Divestiture or Remedy with respect to any asset or business related to those set forth on Section 8.01(c) of the Bank with Citibank FSBCompany Disclosure Letter, (y) would be materially detrimental to the business, assets, or another banking subsidiary financial condition of Parentthe Company and its Subsidiaries, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps taken as may be necessary to obtain an approval or waiver froma whole, or (z) would reasonably be expected to avoid an action or proceeding by, any Governmental Entity result in a reduction of the annual consolidated revenues of the Company of more than 12.5% (including using the OTS Approvalapplicable fiscal year ended as of the Company Balance Sheet Date in determining (I) the expected reduction of the annual consolidated revenues of the Company and (II) whether the threshold set forth in this sentence is reasonably expected to be exceeded). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate If any objections are asserted with Parent in order respect to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Mergertransactions contemplated by this Agreement by any Governmental Authority challenging the consummation of the transactions contemplated by this Agreement as violative of the HSR Act, Parent and the Company shall cooperate with one another and use their respective reasonable best efforts to: (i) oppose or defend against any action to prevent or enjoin the consummation of the transactions contemplated by this Agreement; and/or (ii) take such action as necessary to overturn any action by any Governmental Authority to block the consummation of the transactions contemplated by this Agreement, including by defending any action brought by any Governmental Authority in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Applicable Law, Order or injunction (preliminary or permanent) that would restrain, prevent or delay the consummation of the transactions contemplated by this Agreement, or in order to resolve any such objections or challenge as such Governmental Authority may have under such Applicable Law, Order or injunction so as to permit the consummation of the transactions contemplated by this Agreement. (e) Parent and the Company shall jointly develop, cooperate with respect to, discuss, and implement the strategies, tactics, and process relating to applicable Antitrust Laws; provided that, in the event of any conflict or disagreement with respect to such matters, Parent shall, after considering in good faith the views and comments of the Company (and its counsel), direct the strategy, tactics, timing, and process relating to applicable Antitrust Laws, including negotiation of timing agreements.

Reasonable Best Efforts. (a) Subject to the express provisions of Section 6.2 and Section 6.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromavoid any suit, or to avoid an action claim, action, investigation or proceeding by, by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement hereby and (ivv) the execution and or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) . In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state its Board of Directors shall, if any takeover statute or similar statute or regulation Legal Requirement is or becomes applicable to the Merger, this Agreement or the Merger or any of the other transactions contemplated herebyby this Agreement, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take use all action necessary reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise to minimize the effect of such statute or regulation Legal Requirement on the Merger Merger, this Agreement and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance withshall cause their respective Affiliates to use reasonable best efforts to, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable, (ii) the taking of all actions necessary to comply with all orders, decrees and requests imposed by Governmental Entities in connection with the Transactions, (iii) the obtaining of all necessary actions or nonactions, waivers, consents consents, authorizations, orders and approvals from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including filings under the HSR Act) applicable to the Transactions and other registrations, declarations and filings with, or notices to, Governmental Entities, including the NYSDFS and, except to the extent that an applicable exemption applies, CDI, and those approvals set forth on Section 3.01(d) of the Company Disclosure Letter and 3.02(c) of the Parent Disclosure Letter, and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action a claim, action, suit, proceeding or proceeding investigation by, any Governmental Entity, (iiiv) the obtaining of all necessary consents, approvals or and waivers from third parties reasonably requested by Parent to be obtained in connection with the Transactions; provided, however, that in no event shall any of the parties hereto or any of their respective Affiliates be required to (and in no event shall the Company or any of its Subsidiaries, without Parent's prior written approval) make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver from any such third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (ivv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes ofof this Agreement and (vi) as promptly as reasonably practicable following the receipt thereof, responding to any formal or informal request for additional information or documentary material received by the Company, Parent or any of their respective Affiliates from any Governmental Entity in connection with the Transactions. In connection with and without limiting the foregoing, each of Parent and the Company and their respective Boards of Directors shall (A) take all action necessary to ensure that no state takeover statute is or becomes applicable to this Agreement, the Merger or any of the other Merger Transactions and (B) if any state takeover statute becomes applicable to this Agreement, the Merger or any of the other Merger Transactions, take all action necessary to ensure that the Merger and the other Merger Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other Merger Transactions. (b) In connection with and without limiting the foregoing, each of the Company and Parent parties hereto shall (i) use their its reasonable best efforts to ensure that no state takeover statute resolve or similar statute eliminate such objections or regulation is impediments, if any, as may be asserted by a Governmental Entity or becomes applicable other Person with respect to this Agreement or the Merger Transactions. Notwithstanding the foregoing or any other provision of this Agreement, neither the Company nor any of its Subsidiaries shall, without Parent's prior written consent, and neither Parent nor any of its Affiliates shall be required to, agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to, or Parent's, the Surviving Corporation's or any of their Subsidiaries' ability to retain any of the other transactions contemplated hereby, and (ii) if any state takeover statute businesses or similar statute or regulation becomes applicable to this Agreement or the Merger assets of Parent or any other transaction contemplated herebyof its Subsidiaries that are material to Parent and its Subsidiaries, take all action necessary to ensure taken as whole, or any businesses or assets of the Company or any of its Subsidiaries that would reasonably be expected to, individually or in the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable aggregate, result in a material adverse effect on the terms contemplated hereby Company and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebyits Subsidiaries, taken as a whole. (c) In connection with Neither Parent nor the Company shall, nor shall it permit any of its Subsidiaries or Affiliates to, acquire or agree to acquire any business, person or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to such acquisition or the consummation of such acquisition would reasonably be expected to result in (i) the failure to obtain or materially impair or delay the obtaining of the expiration or termination of the waiting period in respect of the Transactions under any applicable Law, (ii) the entry, the commencement of litigation seeking the entry, or failure to effect the dissolution, in each case, of any injunction, temporary restraining order or other order that would prevent or materially impair or delay the consummation of the Transactions or (iii) failure to obtain or materially impair or delay the obtaining of all waivers, authorizations, consents, orders and without limiting approvals of Governmental Entities necessary for the foregoingconsummation of the Transactions. (d) To the extent permitted by applicable Law, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") keep each other reasonably apprised of the Bank status of matters relating to the completion of the Merger and the other Transactions, including promptly furnishing the other with Citibank FSBcopies of notices or other substantive communications received by the Company or Parent, as the case may be, or another banking subsidiary any of Parenttheir respective Subsidiaries, includingfrom any third party and/or Governmental Entity with respect to the consents or approvals referred to in Section 6.01(b) and, without limitationto the extent reasonably practicable, permit the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary other party to obtain an approval or waiver from, or review in advance any proposed substantive written communication by such party to avoid an action or proceeding by, any Governmental Entity (including with respect to the OTS Approval). (dconsents or approvals referred to in Section 6.01(b) At and consider in good faith the other party's reasonable request of Parent, comments on any such proposed substantive written communications prior to their submission. Neither Parent nor the Company shall, and each shall cause its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the IndentureAffiliates not to, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days participate or agree to accept participate in any substantive meeting or communication with any Governmental Entity with respect to the consents or approvals referred to in Section 6.01(b), including on a redemption notice that is conditioned upon “no names” or hypothetical basis, unless (to the consummation of extent practicable) it consults with the Mergerother parties hereto in advance and, to the extent practicable and permitted by such Governmental Entity, gives the other party the opportunity to jointly prepare for, attend and participate in such meeting or communication.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its respective reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using its respective reasonable best efforts to accomplish the following: (i) the taking of all acts necessary to cause the conditions to Closing to be satisfied as promptly as practicable; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, ; and (iiiii) the delivery of required notices to and the obtaining of all necessary consents, approvals or waivers from third partiesparties under any Material Contract or Company Lease or otherwise to the extent related to the Merger and the other Transactions, (iiiincluding any consent or approval set forth in Section 3.01(c)(ii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this AgreementCompany Disclosure Schedule. (b) In connection with furtherance and without limiting not in limitation of the foregoing, each of Parent and the Company shall cooperate and Parent shall (i) use their its respective reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated herebyobtain all consents, approvals and agreements of, and (ii) if to give and make all notices and filings with, any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action Governmental Entity necessary to ensure that consummate and make effective the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger Transactions. Parent and the other transactions contemplated hereby. (c) In connection with Company shall cooperate and without limiting the foregoing, the Company and Parent shall use their respective reasonable best efforts to effect obtain all other approvals and consents to the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval)Transactions contemplated by this Agreement. (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.3(d), each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and to obtain satisfaction of the conditions precedent to the Merger, including (i) the obtaining of all necessary actions or nonactions, waivers, clearances, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) preventing the defending entry, enactment or promulgation of any lawsuits injunction or other legal proceedingsorder or Law that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, whether judicial (iv) seeking the lifting or administrativerescission of any injunction or order or Law that could materially and adversely affect the ability of the parties hereto to consummate the transactions under this Agreement, challenging (v) cooperating to defend against any proceeding or investigation relating to this Agreement or the consummation of the transactions contemplated by this Agreement hereby and to cooperate to defend against it and respond thereto, (ivvi) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. , (bvii) In using commercially reasonable efforts to arrange for the Company’s independent accountants to provide such comfort letters, consents and other services that are reasonably required in connection with Parent’s financings of the Cash Consideration and without limiting (viii) assisting in the marketing and sale or any other syndication of any such financings by making appropriate officers of the Company available for due diligence meetings and for participation in the road show and meetings with prospective participants in such financings upon reasonable notice and at reasonable times, provided, that in the case of clauses (vii) and (viii), Parent shall promptly reimburse the Company for all out-of-pocket expenses incurred by, and otherwise indemnify and hold harmless, the Company, its Affiliates and its and their respective officers, directors, accountants and representatives from and against all liabilities, relating to such actions other than those arising from such person’s willful misconduct or gross negligence. For purposes of this Agreement, reasonable best efforts shall not require the parties to (i) sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (ii) agree to sell, hold separate or otherwise dispose of or conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, (iii) permit the sale, holding separate or other disposition of, any of the assets of the Company, Parent and/or any of their respective affiliates or the execution of any agreement or order to do so, and (iv) conduct the business of the Company, Parent and/or any of their respective affiliates in a manner which would resolve such objections or suits, except to the extent any such action described in clauses (i) through (iv) would not reasonably be expected to materially impair the benefits each of Parent and the Company reasonably expects to be derived from the combination of Parent and the Company through the Merger. In furtherance and not in limitation of the foregoing, each of Parent and the Company and Parent shall (i) use their reasonable best efforts agrees to ensure that no state takeover statute or similar statute or regulation is or becomes applicable make an appropriate filing under HSR with respect to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated hereby as promptly as practicable on and in any event within 20 Business Days following the terms contemplated hereby date hereof and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed supply as promptly as possible following the Closing. In furtherance thereof, the Company practicable any additional information and its subsidiaries agree to request documentary material that The Bank of New York consent to shorten the notice period required may be requested pursuant to Section 3.02 the HSR Act and to take all other actions necessary to cause the expiration or termination of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon applicable waiting periods under the consummation of the MergerHSR Act as soon as practicable.

Reasonable Best Efforts. (a) Subject To the extent permitted by applicable Law, and subject to the terms and conditions set forth in of this AgreementAgreement (including Section 7.01(b)), each of the parties hereto Company, on the one hand, and Parent and Merger Sub, on the other hand, shall, and shall cause their respective Subsidiaries to, use its their reasonable best efforts (subject to, and in accordance with, applicable lawi) to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things necessary, proper or advisable under applicable laws and regulations Law to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be acts necessary to obtain an approval cause the conditions to the other party’s (viewing Parent and Merger Sub together) obligation to close set forth in Article 8 to be satisfied as promptly as practicable and in any event, by or waiver frombefore the End Date (but, or for the avoidance of doubt, nothing in this Section 7.01(a) will require any party to avoid an action or proceeding by, waive any Governmental Entitysuch condition to such party’s obligation to close set forth in Article 8), (ii) to obtain all actions or non-actions, waivers, consents, approvals, orders, authorizations and Permits from Governmental Authorities, cause the obtaining expiration or termination of any applicable waiting periods and make all registrations, declarations and filings with any Governmental Authorities, in each case, that may be necessary or advisable under applicable Laws, (iii) to obtain all necessary actions, consents, approvals or waivers from third partiesfrom, (iii) and the defending giving of all required notices to, Third Parties under any lawsuits Contracts to which the Company or other legal proceedings, whether judicial or administrative, challenging any of its Subsidiaries is a party in connection with this Agreement or and the consummation of the transactions contemplated by this Agreement hereby (including the Merger) so as to maintain and preserve the benefits under such Contracts following the consummation of the transactions contemplated hereby (including the Merger), and (iv) the execution and delivery of to execute or deliver any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of the parties hereto shall party will use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, actions and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doingdoing or causing to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary Applicable Laws to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may as soon as practicable after the date hereof, including (i) taking all reasonable actions to cause the conditions set forth in Article VIII to be consummated satisfied as promptly as reasonably practicable; (ii) preparing and filing as promptly as practicable on the terms contemplated hereby all documentation to effect all necessary applications, notices, petitions and otherwise filings and to minimize the effect of such statute obtain as promptly as practicable all New Core Necessary Consents and RDSI Necessary Consents and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or regulation on advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger and or any of the other transactions contemplated hereby. by this Agreement (c) In connection with and without limiting the foregoingcollectively, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval“Required Approvals”) and the making of (iii) taking all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver fromall Required Approvals. Notwithstanding the foregoing, or nothing in this Section 7.4 shall require Rurban to avoid an action or proceeding byeffect the Spin-Off except as, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 such terms, determined by the Rurban Board of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the MergerDirectors in its sole discretion.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall Parties agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using reasonable best efforts to accomplish the following: (i) the taking of commercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII to be satisfied; (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents consents, approvals, orders and approvals authorizations from Governmental Entities and the making of all necessary registrations registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any); (iii) the taking of all steps as may be commercially reasonable acts necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, including any other consents, approvals or waivers from third parties referred to on Schedule 7.6(a) of the Company Disclosure Letter, and, in the case of Parent, to terminate any Contracts to which Parent or Merger Sub is a party that are not required for the operation of the Surviving Corporation following Closing, if and to the extent reasonably requested by the Company; (iiiiv) the defending of any lawsuits suits, claims, actions, investigations or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated Transactions, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed; and (ivv) the execution and or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated byconsummate, and to fully carry out the purposes of, this Agreementthe Transactions. This obligation shall include, on the part of Parent, sending a termination letter to Continental substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). (b) In connection with and without limiting Notwithstanding anything herein to the foregoingcontrary, nothing in this Section 7.6 shall be deemed to require Parent or the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable agree to this Agreement or the Merger any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, the other transactions contemplated herebyimposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement capital stock, or the Merger incurrence of any liability or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated herebyexpense. (c) In From and after the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement pursuant to its terms, Parent, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands, inquiries or other stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any Transaction Agreement or any matters relating thereto other than any appraisal claims contemplated by Section 2.13 (collectively, the “Transaction Litigation”) commenced against, in the case of Parent or Merger Sub, any of Parent or Merger Sub or any of their respective Representatives (in their capacity as a representative of Parent or Merger Sub) or, in the case of the Company, any Group Company or any of their respective Representatives (in their capacity as a representative of a Group Company). Parent and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation; provided, however, that in no event shall Parent or Merger Sub, on one hand, or the Company, any other Group Company, on the other hand, or, in any case, any of their respective Representatives settle or compromise any Transaction Litigation without limiting the foregoing, prior written consent of the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, as the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as case may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval)be. (d) At From and after the reasonable request date of Parentthis Agreement, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent to obtain Lock-Up Letters from all Company Stockholders holding in order to permit all excess of 1% of the indebtedness Company’s outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Mergercapital stock.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto shall agrees to use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actionsactions (including entering into transactions), and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws to prepare the Consent Statement and regulations the Schedule 13E-3 and to consummate and make effective effective, in the Merger most expeditious manner practicable, the Merger, and the other transactions contemplated by this Agreement, including (i) the prompt making of their respective filings and thereafter the making of any other required submission with respect to the Merger, (ii) the obtaining of all additional necessary actions or nonactionsnon-actions, waivers, consents and approvals from any applicable federal, state, foreign or supranational court, commission, governmental body, regulatory or administrative agency, authority or tribunal of competent jurisdiction (a “Governmental Entities Entity”) and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, from any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iiiiv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by this Agreement any court or other Governmental Entity vacated or reversed, and (ivv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to the terms and conditions set forth in of this Agreement, each of Parent, Holdings and Merger Sub, on the parties hereto one hand, and the Partnership and the General Partner, on the other hand, shall cooperate with the other and use its and shall cause their respective Subsidiaries to use reasonable best efforts to (subject to, and in accordance with, applicable lawi) to take promptlytake, or cause to be taken, all appropriate actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doingall things, all things necessary, proper or advisable under applicable laws to cause the conditions to the Closing to be satisfied as promptly as practicable (and regulations in any event no later than the Outside Date), including, for the avoidance of doubt, in the case of Parent and the General Partner, until the Effective Time or the termination of this Agreement, retaining ownership and voting control, directly or indirectly, over all Common Units, the General Partner Interest and the Incentive Distribution Rights in the Partnership beneficially owned by Parent, any of its Subsidiaries or the General Partner, as applicable, as of the date of this Agreement or acquired thereafter and to consummate and make effective effective, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including (i) the obtaining of preparing and filing as promptly as practicable all documentation to effect all necessary actions or nonactionsfilings, waiversnotifications, consents notices, petitions, statements, registrations, submissions of information, applications and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entityother documents, (ii) obtain promptly (and in any event no later than the obtaining of Outside Date) all necessary approvals, consents, approvals waivers, clearances, expirations or waivers terminations of waiting periods, registrations, Permits, authorizations and other confirmations from any Governmental Authority or third partiesparty necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (iii) the defending of defend any lawsuits or other legal proceedings, whether judicial or administrative, Proceedings challenging this Agreement or the consummation of the transactions contemplated by this Agreement and (iv) or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the execution and delivery ability of any additional instruments necessary the parties to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection with and without limiting the foregoing, the Company and Parent shall use their reasonable best efforts to effect the combination (the "Bank Combination") of the Bank with Citibank FSB, or another banking subsidiary of Parent, including, without limitation, the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including the OTS Approval). (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.

Reasonable Best Efforts. (a) Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.12), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts (subject to, and in accordance with, applicable law) to take promptlytake, or cause to be taken, all actions, and to do promptlydo, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper proper, or advisable under applicable laws and regulations to consummate and make effective effective, and to satisfy all conditions to, in the Merger and most expeditious manner practicable, the other transactions contemplated by this Agreement, including including: (i) the obtaining of all necessary actions or nonactionsPermits, waivers, consents and approvals actions or nonactions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, Entities; (ii) the obtaining of all necessary consents, approvals consents or waivers from third parties, ; and (iii) the defending execution and delivery of the Contingent Value Rights Agreement and any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. With respect to the Contingent Value Rights Agreement, prior to the Effective Time, Target and Aytu shall use reasonable best efforts to cooperate, including by making changes to the form of Contingent Value Rights Agreement, as necessary to ensure that such agreement is in a form reasonably acceptable to the rights agent and that the CVRs will be issued and, if required, registered in a manner compliant with all applicable securities laws. The Target and Aytu shall, subject to applicable Law, promptly: (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii), and (iii) immediately above; and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any lawsuits communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Target, on the one hand, or Aytu or Merger Sub, on the other hand, receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party's counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement. Neither Aytu nor the Target shall commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll, or extend any applicable waiting period under the HSR Act or other legal proceedingsapplicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld, conditioned, or delayed). (b) In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Target, Aytu and Merger Sub shall each use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any Order, whether judicial temporary, preliminary, or administrativepermanent, challenging this Agreement that is in effect and that prohibits, prevents, or the restricts consummation of the transactions contemplated by this Agreement and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. (b) In connection with and without limiting the foregoing, the Company and Parent shall (i) use their reasonable best efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or the Merger or any of the other transactions contemplated hereby, and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or the Merger or any other transaction contemplated hereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated hereby. (c) In connection Notwithstanding anything to the contrary set forth in this Agreement, none of Aytu, Merger Sub, or any of their respective Subsidiaries shall be required to, and the Target may not, without the prior written consent of Aytu, become subject to, consent to, or offer or agree to, or otherwise take any action with and without limiting respect to, any requirement, condition, limitation, understanding, agreement, or order to: (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets, business, or portion of business of the foregoingTarget, the Company and Parent shall use Surviving Corporation, Aytu, Merger Sub, or any of their reasonable best efforts to effect respective Subsidiaries; (ii) conduct, restrict, operate, invest, or otherwise change the combination (the "Bank Combination") assets, business, or portion of business of the Bank with Citibank FSBTarget, the Surviving Corporation, Aytu, Merger Sub, or another banking subsidiary any of Parenttheir respective Subsidiaries in any manner; or (iii) impose any restriction, includingrequirement, without or limitation on the operation of the business or portion of the business of the Target, the Surviving Corporation, Aytu, Merger Sub, or any of their respective Subsidiaries; provided, that if requested by Aytu, the Target will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, the obtaining of all necessary actions or nonactionsunderstanding, waivers, consents and approvals from Governmental Entities (including the OTS Approval) and the making of all necessary registrations and filings and the taking of all steps as may be necessary to obtain an approval or waiver fromagreement, or to avoid an action order so long as such requirement, condition, limitation, understanding, agreement, or proceeding by, any Governmental Entity (including order is only binding on the OTS Approval)Target in the event the Closing occurs. (d) At the reasonable request of Parent, the Company and its subsidiaries shall use their reasonable best efforts and cooperate with Parent in order to permit all of the indebtedness outstanding under the Indenture, dated as of August 6, 1998, between Mercury State Holdings Inc. and The Bank of New York, as trustee (including any amendments and supplemental indentures, the "Indenture"), to be called for redemption and redeemed as promptly as possible following the Closing. In furtherance thereof, the Company and its subsidiaries agree to request that The Bank of New York consent to shorten the notice period required pursuant to Section 3.02 of the Indenture from 60 days to 30 days or agree to accept a redemption notice that is conditioned upon the consummation of the Merger.