Common use of Additional Regulatory Matters Clause in Contracts

Additional Regulatory Matters. (a) The Company shall not take any action (including, any redemption, repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock) that, based on the advice of counsel, could cause any Investor or any of its affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its affiliates within the meaning of the Bank Holding Company Act, including the rules and regulations promulgated thereunder (or any successor provision). (b) Neither the Company nor the Investors shall take or permit to be taken any action that would cause any subsidiary of the Company to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, or any successor provision) with respect to any institution that is not a direct or indirect subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) In the event that any party to this Agreement breaches its obligations under this Section 6.3 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties and shall cooperate in good faith with such other parties to modify ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. So long as the Investor has a Qualifying Ownership Interest: (a) The each of the Company shall not take any action (including, any redemption, repurchase or recapitalization and the Investor agree to cooperate and use its reasonable best efforts to communicate with each other with respect to their respective purchases of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or equity capital securities of any type whatsoever the Company with the objective, among other things, that are, or may become, convertible into or exchangeable into or exercisable for Common Stock) that, based on Company repurchases not cause the advice of counsel, could cause any Investor or any of its affiliates Affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its affiliates Affiliates within the meaning of the Bank Holding Company BHC Act or CIBC Act, including the rules and regulations promulgated thereunder (or any successor provision).; (b) Neither the Company nor shall not take any action, (including, any redemption, repurchase or recapitalization of common stock, of securities or rights, options, or warrants to purchase common stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for common stock in each case, where the Investors shall take Investor is not given the right to participate in such redemption, repurchase or permit recapitalization to the extent of the Investor’s pro rata proportion) that, based on the advice of legal, could cause the Investor or any of its Affiliates to be taken deemed to become, or “control”, a “bank holding company” with respect to the Company and its Affiliates within the meaning of the BHC Act or CIBC Act, including the rules and regulations promulgated thereunder (or any successor provision); provided, however, that the Company shall not be deemed to have violated this Section 4.12(b) if it has given the Investor the opportunity to participate in such redemption, recapitalization or repurchase to the extent the Investor’s pro rata proportion and the Investor fails to so participate; and (c) the Investor shall not take, permit or allow any action that would cause any subsidiary of the Company Bank to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, or and any successor provision) with respect to any institution that is not a direct or indirect subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) thereto). In the event that any either party to this Agreement hereto, as applicable, breaches its obligations under this Section 6.3 4.12 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties party and shall cooperate in good faith with such other parties party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. So long as the Investors have a Qualifying Ownership Interest: (a) The each of the Company and the Investors agree to cooperate and use its reasonable best efforts to communicate with each other with respect to their respective purchases of equity capital securities of the Company with the objective, among other things, that Company repurchases not cause the Investors or their Affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its Affiliates within the meaning of the BHC Act, including the rules and regulations promulgated thereunder (or any successor provision); (b) the Company shall not take any action action, (including, any redemption, repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common StockStock in each case, where the Investors are not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investors’ pro rata proportion) that, based on the advice of counsellegal, could cause any Investor the Investors or any of its affiliates their Affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its affiliates Affiliates within the meaning of the Bank Holding Company BHC Act, including the rules and regulations promulgated thereunder (or any successor provision).; provided, however, that the Company shall not be deemed to have violated this Section 4.12(b) if it has given the Investors the opportunity to participate in such redemption, recapitalization or repurchase to the extent the Investors’ pro rata proportion and the Investors fail to so participate; and (bc) Neither the Company nor the Investors shall take not take, permit or permit to be taken allow any action that would cause any subsidiary of the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, or and any successor provisionthereto) with respect to any institution that is not a direct or indirect subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) Subsidiary. In the event that any either party to this Agreement hereto, as applicable, breaches its obligations under this Section 6.3 4.12 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties party and shall cooperate in good faith with such other parties party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. So long as the Investor has a Qualifying Ownership Interest: (a) The each of the Company and the Investor agree to cooperate and use its reasonable best efforts to communicate with each other with respect to their respective purchases of equity capital securities of the Company with the objective, among other things, that Company repurchases not cause the Investor or its Affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its Affiliates within the meaning of the BHC Act or CBIC Act, including the rules and regulations promulgated thereunder (or any successor provision); (b) the Company shall not take any action action, (including, any redemption, repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common StockStock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata proportion) that, based on the advice of counsellegal, could cause any the Investor or any of its affiliates Affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its affiliates Affiliates within the meaning of the Bank Holding Company BHC Act or CBIC Act, including the rules and regulations promulgated thereunder (or any successor provision).; provided, however, that the Company shall not be deemed to have violated this Section 4.12(b) if it has given the Investor the opportunity to participate in such redemption, recapitalization or repurchase to the extent the Investor’s pro rata proportion and the Investor fails to so participate; and (bc) Neither the Company nor the Investors Investor shall take not take, permit or permit to be taken allow any action that would cause any subsidiary of the Company Bank to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, or and any successor provision) with respect to any institution that is not a direct or indirect subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) thereto). In the event that any either party to this Agreement hereto, as applicable, breaches its obligations under this Section 6.3 4.12 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties party and shall cooperate in good faith with such other parties party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. (a) The Company and the Investors agree to cooperate and use their reasonable best efforts to ensure that none of the Investors nor any of their Affiliates will be deemed to control the Company or otherwise be deemed a “bank holding company” for purposes of the BHC Act. (b) The Company shall not knowingly take any action (includingthat would reasonably be expected to pose a substantial risk that any Investor or any of its Affiliates would be deemed to control the Company or otherwise be deemed a “bank holding company” for purposes of the BHC Act, including undertaking any redemption, recapitalization, or repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common StockStock in each case, where the Investor is not given the right to participate in such redemption, recapitalization, or repurchase to the extent of the Investor’s pro rata proportion. (c) thatNotwithstanding anything in this Agreement to the contrary, based on the advice of counsel, could cause in no event shall any Investor or any of its affiliates to be deemed to becomeAffiliate, principal, shareholder, member, partner, director, officer, or “control”, employee of such Investor be required: (1) to become a “bank holding company” with respect to the Company and its affiliates within the meaning of the Bank Holding Company BHC Act, including the rules and regulations promulgated thereunder (or any successor provision). (b) Neither the Company nor the Investors shall take or permit to be taken any action that would cause any subsidiary of the Company to become a “commonly controlled insured depository institutionsavings and loan holding company” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, or any successor provision) with respect to any institution that is not a direct or indirect subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) In the event that any party to this Agreement breaches its obligations under this Section 6.3 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties and shall cooperate in good faith with such other parties to modify ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3the Home Owners’ Loan Act, or a similarly regulated entity under any similar or successor law; (2) to support or maintain the capital, liquidity, or financial condition of the Company or a Company Subsidiary (other than through the investment on the terms expressly stated herein); (3) and to modify or limit its operations, investments, or commercial practices (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, other than with respect to relationships with the net operating losses of FirstBankCompany or the Company Subsidiaries); (4) to modify or limit its governance, ownership, legal structure, accounting, or compensation arrangements; (5) to become subject to or otherwise permit or accept any other condition, limitation, restriction, requirement, or restraint imposed by any bank regulatory authority on such Investor, the Company will continue to meet or any of their respective Affiliates in connection with the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during transactions contemplated herein that would, in the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application reasonable and good faith judgment of such credits against such subsidiaries’ 2010 Commonwealth Investor, materially and adversely affect the anticipated benefits or burdens of Puerto Rico Tax liabilitythe transactions contemplated herein; (6) to propose, undertake, agree to or accept any of the items described in clauses (y1) timely apply for through (5) as a refund for such credits from the Puerto Rico Treasury Departmentcondition to receiving any regulatory or governmental approval, consent, waiver or non-objection (zeach of clauses (1) timely sell such credits to through (6), a third party in an arm’s-length transaction“Burdensome Condition”).

Additional Regulatory Matters. (a) The Company and the Investor agree to cooperate and use their reasonable best efforts to ensure that neither the Investor nor any of its Affiliates will be deemed to control the Company or otherwise be deemed a “bank holding company” for purposes of the BHC Act. (b) The Company shall not knowingly take any action (includingwhich would reasonably be expected to pose a substantial risk that any of the Investor or its Affiliates will be deemed to control the Company or otherwise be deemed a “bank holding company” for purposes of the BHC Act, including undertaking any redemption, recapitalization, or repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock) thatStock in each case, based on where the advice of counselInvestor is not given the right to participate in such redemption, could cause any Investor or any of its affiliates to be deemed to becomerecapitalization, or “control”repurchase to the extent of the Investor’s pro rata proportion. (c) Notwithstanding anything in this Agreement to the contrary, neither the Investor nor any Affiliate of the Investor shall be required (i) to become a “"bank holding company” with respect to the Company and its affiliates " within the meaning of the Bank Holding Company BHC Act, including a "savings and loan holding company" within the rules and regulations promulgated thereunder meaning of the Home Owners' Loan Act, or a similarly regulated entity under any similar or successor law; (ii) to support or any successor provision). (b) Neither maintain the Company nor the Investors shall take capital, liquidity, or permit to be taken any action that would cause any subsidiary financial condition of the Company or the Company's subsidiaries (other than through the investment expressly contemplated herein); (iii) to modify or limit its operations or commercial practices (except as they relate to the Company and the Company Subsidiaries); (iv) to modify or limit its governance, structure, or compensation arrangements; (v) to modify the terms of this Agreement, including, for the avoidance of doubt, the terms or the amount of the Purchased Shares to be delivered by the Company under this Agreement; (vi) to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e)subject to or otherwise permit or accept any other condition, as may be amended or supplemented from time to timelimitation, restriction, or any successor provision) with respect to any institution that is not a direct or indirect subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action restraint that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except adversely affect (with the prior written consent of such Investor. (d) In the event that any party to this Agreement breaches its obligations under this Section 6.3 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties and shall cooperate in good faith with such other parties to modify ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted respect to the Puerto Rico Treasury Department (the “PRTD”Investor or its Affiliates) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements any material financial term of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause or the anticipated benefits or burdens to the Investor and its Affiliates of the transactions contemplated hereby; (vii) to propose, agree, or accept any of the items described in clauses (i) through (vi) as a condition to receiving any regulatory or governmental approval or consent (each of clauses (i) through (vii), a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3Burdensome Condition”)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. (a) The Company shall not not, without the consent of the Investors, take any action (including, but not limited to, any redemption, repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock, in each case where the Investors are not given the right to participate in such redemption, repurchase or recapitalization to the extent of their pro rata proportion) that, based on that would cause the advice Acquired Common Stock to constitute in total more than 9.9% of counsel, could the Common Stock outstanding at that time or otherwise cause any Investor or any of its affiliates Affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its affiliates Affiliates within the meaning of the Bank Holding Company Act, or that will require a filing that would not otherwise be required under the CBCA, including the rules and regulations promulgated thereunder (or any successor provisionprovisions). (b) Neither the Company nor the Investors shall take or permit to be taken any action that would cause any subsidiary of the Company to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, or any successor provision) with respect to any institution that is not a direct or indirect subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) In the event that any party to this Agreement breaches its obligations under this Section 6.3 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties and shall cooperate in good faith with such other parties to modify ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. (a) The Company shall not take any action (including, any redemption, repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock) that, based on the advice of counsel, could cause any Investor or any of its affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its affiliates within the meaning of the Bank Holding Company Act, including the rules and regulations promulgated thereunder (or any successor provision). (b) Neither the Company nor the Investors shall take or permit to be taken any action that would cause any subsidiary of the Company to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, or any successor provision) with respect to any institution that is not a direct or indirect subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Policy Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) In the event that any party to this Agreement breaches its obligations under this Section 6.3 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties and shall cooperate in good faith with such other parties to modify ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. (a) The So long as the Investor has a Qualifying Ownership Interest: (1) each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure, including by communicating with each other with respect to their respective purchases of Common Stock, that neither the Investor nor any of its Affiliates will become, or control, a “bank holding company” within the meaning of the BHC Act and the CIBC Act; (2) the Company shall not knowingly take any action (includingwhich would reasonably be expected to pose a substantial risk that the Investor or any of its Affiliates will become, or control, a “bank holding company” within the meaning of the BHC Act, including undertaking any redemption, recapitalization or repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock) thatStock in each case, based on where the advice Investor is not given the right to participate in such redemption, recapitalization, or repurchase to the extent of counselthe Investor’s pro rata proportion; provided, could cause any Investor or any of its affiliates to however, that the Company shall not be deemed to becomehave violated this Section 4.15(a)(2) if it has given the Investor the opportunity to participate in such redemption, recapitalization or “control”, a “bank holding company” with respect repurchase to the Company and its affiliates within the meaning extent of the Bank Holding Company Act, including Investor’s pro rata proportion and the rules and regulations promulgated thereunder (or any successor provision).Investor fails to so participate; and (b3) Neither the Company nor the Investors Investor shall take not take, permit or permit to be taken allow any action that would cause any subsidiary Subsidiary of the Company to become a “commonly controlled insured depository institution” (as that term is defined and interpreted for purposes of 12 U.S.C. §§ 1815(e), as may be amended or supplemented from time to time, or and any successor provisionthereto) with respect to any institution that is not a direct or indirect subsidiary Subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) . In the event that any party to this Agreement the Investor breaches its obligations under clause (a)(3) of this Section 6.3 4.15 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties Company and shall cooperate in good faith with such other parties the Company to modify any ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. (ai) The Company shall not not, without the consent of the Investor, take any action (including, but not limited to, any redemption, repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock) that, based on the advice of counsel, could cause the Acquired Common Stock together with any Common Stock that is being sold to affiliates of the Investor under Other Investor Agreements to constitute in total more than 9.9% of the Common Stock that will be outstanding immediately after the Closing and the issuance of Common Stock on conversion of the Series G Preferred Stock into Common Stock (unless the Investor and its affiliates are subscribing to purchase more than that percentage of the Common Stock that will be outstanding) or any of otherwise cause the Investor and its affiliates to be deemed to become, or to “control”, a “bank holding company” with respect to the Company and its affiliates within the meaning of the Bank Holding Company Act, or that will require a filing that would not otherwise be required under the Change in Bank Control Act, including the rules and regulations promulgated thereunder under either of those Acts (or any successor provisionprovisions). (bii) Neither the Company nor the Investors Investor shall take or permit to be taken any action that would cause any subsidiary of the Company to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, or any successor provision) with respect to any institution that is not a direct or indirect subsidiary of the Company. (ciii) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any the Investor to be subject to or bound by the FDIC’s Policy Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such the Investor. (div) In the event that any party to this the Investor’s Subscription Agreement breaches its obligations under this Section 6.3 5.3 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties and shall cooperate in good faith with such other parties to modify ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (ev) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) to ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. (a) The So long as the Investor owns a Qualifying Ownership Interest: (1) each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure, including by communicating with each other with respect to their respective purchases of Common Stock, that neither the Investor nor any of its Affiliates will become, or control, a “bank holding company” within the meaning of the BHC Act and the CIBC Act; (2) the Company shall not knowingly take any action (includingwhich would reasonably be expected to pose a substantial risk that the Investor or any of its Affiliates will become, or control, a “bank holding company” within the meaning of the BHC Act, including undertaking any redemption, recapitalization or repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock) thatStock in each case, based on where the advice Investor is not given the right to participate in such redemption, recapitalization, or repurchase to the extent of counselthe Investor’s pro rata portion; provided, could cause any Investor or any of its affiliates to however, that the Company shall not be deemed to becomehave violated this Section 4.12(a)(2) if it has given the Investor the opportunity to participate in such redemption, recapitalization or “control”, a “bank holding company” with respect repurchase to the Company and its affiliates within the meaning extent of the Bank Holding Company Act, including Investor’s pro rata portion and the rules and regulations promulgated thereunder (or any successor provision).Investor fails to so participate; (b3) Neither the Company nor the Investors Investor shall take not take, permit or permit to be taken allow any action that would cause any subsidiary Subsidiary of the Company to become a “commonly controlled insured depository institution” (as that term is defined and interpreted for purposes of 12 U.S.C. §§ 1815(e), as may be amended or supplemented from time to time, or and any successor provisionthereto) with respect to any institution that is not a direct or indirect subsidiary Subsidiary of the Company.; and (c4) The the Company shall agrees to use its reasonable best efforts to ensure, including by obtaining any necessary board approvals and seeking any necessary shareholder approvals, that the Investor does not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be become subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) any Anti-Takeover Provision. In the event that any party to this Agreement the Investor breaches its obligations under clause (a)(3) of this Section 6.3 4.12 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties Company and shall cooperate in good faith with such other parties the Company to modify any ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. (a) The For so long as Purchaser owns any Securities, the Company shall not take any action (including, including entering into any business relationships or any redemption, repurchase (including full or partial exercise of the right of first refusal contained in the Shareholder Rights Agreement) or recapitalization of the Common Stock, of securities or rights, options, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock), that could, or would be reasonably likely to, (i) that, based on the advice of counsel, could cause any Investor Purchaser or any of its affiliates Affiliates (which for purposes of this paragraph shall include all “affiliates” as defined in the BHC Act or Regulation Y of the Federal Reserve Board) to be deemed to become, or “control”, a “bank holding company” with respect to the Company and or its affiliates within the meaning Affiliates for purposes of the Bank Holding Company ActBHC Act or HOLA, as applicable (including the rules and regulations promulgated thereunder any action set forth in this Section 4.16(a)); (ii) cause Purchaser or any successor provision). of its Affiliates to acquire, own or control voting securities or contribute capital in excess of the applicable Ownership Limitations; or (biii) Neither cause the Company nor the Investors shall take or permit to be taken any action that would cause any subsidiary of the Company Xxxxxx Federal Savings Bank to become a “commonly controlled insured depository institution” (as that term is defined and interpreted for purposes of 12 U.S.C. §§ 1815(e), as may be amended or supplemented from time to time, or any successor provision) with respect to any institution that is not a direct or indirect subsidiary Subsidiary of the Company. (cb) The Company shall not take, or permit Notwithstanding anything to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) In the event that any party to contrary contained in this Agreement breaches its obligations under or the Transaction Documents, the provisions of this Section 6.3 or believes that it is reasonably likely to breach such obligations, it 4.16 shall immediately notify the other parties supersede and shall cooperate in good faith with such other parties to modify ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to any other provisions of this Agreement or the net operating losses Transaction Documents that may conflict with or that may result in a breach of FirstBankany of the provisions described in this Section 4.16 and the provisions of this Section 4.16 shall apply, mutatis mutandis, to all of the Company will continue to meet provisions of this Agreement and the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect Transaction Documents to the mortgage tax credits granted by extent necessary to cause such other provisions of this Agreement and the Puerto Rico Treasury Department that are set Transaction Documents to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transactioncomply with this Section 4.16.

Additional Regulatory Matters. (a) The Company Other than pursuant to this Agreement, on, from and after the date of this Agreement to and through the Initial Closing, Purchaser shall not take not, nor shall it permit any action (includingAffiliate to, acquire, enter into a binding agreement to acquire, or encourage or facilitate a third Person to acquire, directly or indirectly, any redemption, repurchase or recapitalization of Common Stock, of securities or rights, optionsinterest in the Ref-Fuel Entities, or warrants to purchase Common Stockin each case seek any FERC approval related thereto; provided, that an Affiliate of Purchaser (including DLJMB or any Affiliate of DLJMB) may, directly or indirectly, acquire, or securities enter into a binding agreement to directly or indirectly acquire, any direct or indirect interest in or of any type whatsoever that areUAE, including UAE's interest in the Ref-Fuel Entities, on or may becomebefore July 31, convertible into or exchangeable into or exercisable for Common Stock) that2003, based on the advice of counsel, could cause any Investor or any of its affiliates to be deemed to become, or “control”, a “bank holding company” so long as all FERC filings required with respect to the Company any such acquisition are filed on or prior to July 31, 2003. Purchaser agrees to deliver to Seller all information regarding Purchaser and its affiliates Affiliates necessary to make any required filing with FERC for the Transactions within five (5) Business Days after the meaning of the Bank Holding Company Act, including the rules and regulations promulgated thereunder (or any successor provision)date hereof. (b) Neither the Company nor the Investors shall take or permit Except for those matters disclosed to be taken any action that would cause any subsidiary Seller as of the Company date hereof by Purchaser and its Affiliates in connection with Seller's preparation of the joint FERC filing in connection with the Transactions, on, from and after the date of this Agreement to become a “commonly controlled insured depository institution” (as that term is defined for purposes and through the Initial Closing, Purchaser shall not, nor shall it permit any of 12 U.S.C. §1815(e)DLJMB, as may be amended or supplemented from time to timeHighstar, or any successor provision) with respect to any institution that is not a of their direct or indirect subsidiary subsidiaries to, acquire or agree to acquire by merger or consolidation or similar transaction with, or by purchasing a substantial portion of the Company. assets of (cincluding, without limitation, electric generation, electric transmission or natural gas pipeline assets) The Company shall not takeor equity in, any business or any corporation, partnership, association or other business organization or division thereof, or permit to be takenengage in any business, any action that if such transaction or business would reasonably be expected to cause result in any Investor to be subject to delay beyond the Termination Date in the obtaining of, or bound by materially increase the FDIC’s Statement risk of Policy on Qualifications for Failed Bank Acquisitionsnot obtaining, as it may be amended any authorizations, consents, orders, declarations or supplemented from time to time, except with the prior written consent approvals of such Investor. (d) In the event that any party to this Agreement breaches its obligations under this Section 6.3 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties and shall cooperate in good faith with such other parties to modify ownership or other arrangements or take any other action, in each case, as is FERC necessary to cure consummate the Transactions; provided, that an Affiliate of Purchaser (including DLJMB or avoid such breach. (eany Affiliates of DLJMB) The Company shallmay, and shall cause FirstBank todirectly or indirectly, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application acquire or enter into a binding agreement to directly or indirectly acquire, any direct or indirect interest in or of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14UAE, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change including UAE's interest in the trade Ref-Fuel Entities, on or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (before July 31, 2003, so long as may be necessary) that, all FERC filings required with respect to the net operating losses of FirstBanksuch acquisition are filed on or prior to July 31, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction2003.

Additional Regulatory Matters. So long as the Investor has a Qualifying Ownership Interest: (a) The each of the Company and the Investor agree to cooperate and use its reasonable best efforts to communicate with each other with respect to their respective purchases of equity capital securities of the Company with the objective, among other things, that Company repurchases not cause the Investor or its Affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its Affiliates within the meaning of the BHC Act, including the rules and regulations promulgated thereunder (or any successor provision); (b) the Company shall not take any action action, (including, any redemption, repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common StockStock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata proportion) that, based on the advice of counsellegal, could cause any the Investor or any of its affiliates Affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its affiliates Affiliates within the meaning of the Bank Holding Company BHC Act, including the rules and regulations promulgated thereunder (or any successor provision).; provided, however, that the Company shall not be deemed to have violated this Section 4.12(b) if it has given the Investor the opportunity to participate in such redemption, recapitalization or repurchase to the extent the Investor’s pro rata proportion and the Investor fails to so participate; and (bc) Neither the Company nor the Investors Investor shall take not take, permit or permit to be taken allow any action that would cause any subsidiary of the Company Subsidiary to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, or and any successor provisionthereto) with respect to any institution that is not a direct or indirect subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) Subsidiary. In the event that any either party to this Agreement hereto, as applicable, breaches its obligations under this Section 6.3 4.12 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties party and shall cooperate in good faith with such other parties party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. (a) The Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall not take any action (including, including any redemption, repurchase repurchase, or recapitalization of Common Stock, of or securities or rights, options, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common StockStock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata proportion), that would reasonably be expected to pose a substantial risk that the Investor’s ownership of any class of Voting securities of the Company (together with the ownership by Investor’s Affiliates (as such term is used under the BHC Act) thatof Voting securities of the Company) would exceed 9.9% of such class after the First Closing Date or the Second Closing Date, based on in each case without the advice prior written consent of counsel, could cause any Investor or any of its affiliates to be deemed to becomesuch person, or to increase to an amount that would constitute “control”, a “bank holding company” with respect to under the Company and its affiliates within the meaning of the Bank Holding Company BHC Act, including the Change of Bank Control Act of 1978, as amended (the “CBCA”) or any rules and or regulations promulgated thereunder (or any successor provision). (bprovisions) Neither or otherwise cause Investor to “control” the Company nor the Investors shall take or permit to be taken any action that would cause any subsidiary of the Company to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHC Act, as may be amended the CBCA or supplemented from time to time, any rules or regulations promulgated thereunder (or any successor provision) with respect to any institution that is not a direct or indirect subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) provisions). In the event that any party to this Agreement the Company breaches its obligations under this Section 6.3 5.8(a) or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other parties hereto and shall cooperate in good faith with such other parties to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (eb) The Company shallNotwithstanding anything in this Agreement, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control in no event will the Investor or any of its Affiliates be obligated to: (i1) ensure the continuing application of the Ruling; Without limiting clause (ii2) below, (A) supplement propose or accept any divestiture of any of the ruling request submitted Investor’s or any of its Affiliates’ assets, or (B) accept any operational restriction on the Investor’s or any of its Affiliates’ business, or agree to take any action that limits the Investor’s or its Affiliates’ commercial practices in any way (except as they relate to the Puerto Rico Treasury Department Company and the Company Subsidiaries) including by requiring the modification of governance, fee or carried interest arrangements with respect to, or otherwise by imposing any capital or other requirements on, the Investor or any of its Affiliates, (C) agree to provide capital to, or otherwise maintain or contribute, directly or indirectly, to the “PRTD”capital of, the Company or any Company Subsidiary (including the Bank) on January 14other than the payment of the Purchase Price pursuant to this Agreement, 2011 or (D) register as a bank holding company, in each case in order to include a request that the PRTD rule that (x) the requirements obtain any consent, acceptance or approval of Puerto Rico Treasury Article 1124(b)(2)-2 were met any Governmental Entity to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) consummate the transactions contemplated by this Agreement do not cause a “change and the other Transaction Documents; or (2) Propose or agree to accept any term or condition or otherwise modify the terms of identity” this Agreement, including, for the avoidance of doubt, the terms or a change in the trade amount of the Purchased Shares to be delivered by the Company under this Agreement, to obtain any consent, acceptance, approval of any Governmental Entity to the consummation of the transactions contemplated by this Agreement if such term, condition, modification or business of FirstBank confirmation would (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)A) and materially adversely affect (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses Investor or its Affiliates) any material term of FirstBankthe transactions contemplated by this Agreement, or (B) reasonably be expected to adversely affect (with respect to the Investor or its Affiliates) any material financial term of the transactions contemplated by this Agreement or the anticipated benefits to the Investor and its Affiliates hereunder. (c) So long as the Investor holds any Securities, the Company will continue not, without the consent of the Investor, take any action, directly or indirectly through any Company Subsidiary or otherwise, that the Board of Directors believes in good faith would reasonably be expected to meet cause the requirements Investor to be subject to transfer restrictions or other covenants of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer time of taking such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transactionaction.

Additional Regulatory Matters. So long as the Investor has a Qualifying Ownership Interest: (a) The each of the Company and the Investor agree to cooperate and use its reasonable best efforts to communicate with each other with respect to their respective purchases of equity capital securities of the Company with the objective, among other things, that Company repurchases not cause the Investor or its Affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its Affiliates within the meaning of the BHC Act or CBIC Act, including the rules and regulations promulgated thereunder (or any successor provision); (b) the Company shall not take any action action, (including, any redemption, repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common StockStock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata proportion) that, based on the advice of legal counsel, could cause any the Investor or any of its affiliates Affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its affiliates Affiliates within the meaning of the Bank Holding Company BHC Act or CBIC Act, including the rules and regulations promulgated thereunder (or any successor provision).; provided, however, that the Company shall not be deemed to have violated this Section 4.12(b) if it has given the Investor the opportunity to participate in such redemption, recapitalization or repurchase to the extent the Investor’s pro rata proportion and the Investor fails to so participate; and (bc) Neither the Company nor the Investors Investor shall take not take, permit or permit to be taken allow any action that would cause any subsidiary of the Company Bank to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, or and any successor provision) with respect to any institution that is not a direct or indirect subsidiary of the Company. (c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) thereto). In the event that any either party to this Agreement hereto, as applicable, breaches its obligations under this Section 6.3 4.12 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties party and shall cooperate in good faith with such other parties party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to: (i) ensure the continuing application of the Ruling; (ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or business of FirstBank (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)) and (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses of FirstBank, the Company will continue to meet the requirements of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transaction.

Additional Regulatory Matters. (ai) The Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall not take any action (including, including any redemption, repurchase repurchase, or recapitalization of Common Stock, of or securities or rights, options, options or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common StockStock in each case, where each Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata proportion), that would reasonably be expected to pose a substantial risk that an Investor’s ownership of any class of voting securities of the Company (together with the ownership by such Investor’s Affiliates (as such term is used under the BHC Act) thatof voting securities of the Company) would exceed 9.9% of such class after the Closing Date, based on without the advice prior written consent of counsel, could cause any such Investor or any of its affiliates to be deemed to becomesuch person, or to increase to an amount that would constitute “control” under the BHC Act, the Change in Bank Control Act of 1978, as amended (the “CBCA”), a “bank holding company” with respect Chapter 92, Subchapter L, Sections 92.551 to the Company and its affiliates within the meaning 92.561 of the Bank Holding Company ActTexas Finance Code (the “TCBCA”), including the or any rules and or regulations promulgated thereunder (or any successor provision). (bprovisions) Neither or otherwise cause such Investor to “control” the Company nor the Investors shall take or permit to be taken any action that would cause any subsidiary of the Company to become a “commonly controlled insured depository institution” (as that term is defined under and for purposes of 12 U.S.C. §1815(e)the BHC Act, as may be amended or supplemented from time to timethe CBCA, the TCBCA, or any rules or regulations promulgated thereunder (or any successor provision) provisions); provided, however, that the preceding shall not apply with respect to any institution the TCBCA to the extent that is not a direct an approval or indirect subsidiary non-objection under the TCBCA has already been obtained by the Investor in connection with the execution of this Agreement, and no additional approval or non-objection of the Company. (c) The Company shall not take, or permit TDSML is required under the TCBCA with respect to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound the Purchased Shares held by the FDIC’s Statement Investor due to the occurrence of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor. (d) actions contemplated by this paragraph. In the event that any party to this Agreement the Company breaches its obligations under this Section 6.3 6(h) or believes that it is reasonably likely to breach such obligationsan obligation, it shall immediately promptly notify the other parties affected Investor hereto and shall cooperate in good faith with such other parties to modify ownership or make other arrangements or take any other reasonable action, in each case, as is necessary to cure or avoid such breach. (eii) The Company shallNotwithstanding anything in this Agreement, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control in no event will an Investor or any of its Affiliates be obligated to: (iA) ensure the continuing application Without limiting clause (2) below, (1) propose or accept any divestiture of any of the Ruling;Investor’s or any of its Affiliates’ assets, or (2) accept any operational restriction on the Investor’s or any of its Affiliates’ business, or agree to take any action that limits the Investor’s or its Affiliates’ commercial practices in any way (except as they relate to the Company and the Company Subsidiaries) including by requiring the modification of governance, fee or carried interest arrangements with respect to, or otherwise by imposing any capital or other requirements on, the Investor or any of its Affiliates, (e) agree to provide capital to, or otherwise maintain or contribute, directly or indirectly, to the capital of, the Company or any Company Subsidiary (including the Bank) other than the payment of the Purchase Price pursuant to this Agreement, or (4) register as a bank holding company, in each case in order to obtain any consent, acceptance or approval of any Governmental Entity to consummate the transactions contemplated by this Agreement; or (iiB) (A) supplement Propose or agree to accept any term or condition or otherwise modify the ruling request submitted terms of this Agreement, including, for the avoidance of doubt, the terms or the amount of the Purchased Shares to be delivered by the Company under this Agreement, to obtain any consent, acceptance, approval of any Governmental Entity to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements consummation of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” if such term, condition, modification or a change in the trade or business of FirstBank confirmation would (within the meaning of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3)1) and materially adversely affect (B) confirm with the Puerto Rico Treasury Department by filing for a ruling request (as may be necessary) that, with respect to the net operating losses Investor or its Affiliates) any material term of FirstBankthe transactions contemplated by this Agreement, or (2) reasonably be expected to adversely affect (with respect to the Investor or its Affiliates) any material financial term of the transactions contemplated by this Agreement or the anticipated benefits to the Investor and its Affiliates hereunder. (iii) So long as an Investor holds any Purchased Shares or Conversion Securities, the Company will continue not, without the consent of the Investor, take any action, directly or indirectly through any Company Subsidiary or otherwise, that the Board of Directors believes in good faith would reasonably be expected to meet cause the requirements Investor to be subject to transfer restrictions or other covenants of Puerto Rico Treasury Article 1124(b)(2)-2(a)(3) during the net operating losses carryover period; and (iii) with respect to FDIC Statement of Policy on Qualifications for Failed Bank Acquisitions as in effect at the mortgage tax credits granted by the Puerto Rico Treasury Department that are set to expire June 30, 2011, either (x) timely transfer time of taking such credits to one or more subsidiaries for timely application of such credits against such subsidiaries’ 2010 Commonwealth of Puerto Rico Tax liability, (y) timely apply for a refund for such credits from the Puerto Rico Treasury Department, or (z) timely sell such credits to a third party in an arm’s-length transactionaction.