Common use of Regulatory Applications Clause in Contracts

Regulatory Applications. (a) United and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) United Each of Parent and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will, at (other than the respective time such filing is SEC) shall be made be false or misleading with respect to by Parent as soon as reasonably practicable after the execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within thirty days (30) days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Parent and the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, (i) promptly advise CBTC of the receipt providing descriptions of any substantive communication oral communications from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofPersons). (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders or shareholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or and/or Governmental Authority.

Regulatory Applications. (a) United Sky and CBTC Belmont and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare prepare, within 45 days of the execution of this Agreement, all documentationdocumentation and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United Sky and CBTC Belmont shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party party, Governmental Authority or Governmental Regulatory Authority.

Regulatory Applications. (a) United Buyer and CBTC Virginia Commerce and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleadingAgreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Buyer shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 8.01(b). Each of United Buyer and CBTC Virginia Commerce shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Buyer shall, to the extent permitted by applicable law, law (i) promptly advise CBTC Virginia Commerce of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and hereby, (ii) provide CBTC Virginia Commerce with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Virginia Commerce with the opportunity to participate in any meetings or substantive telephone conversations that Buyer or its Subsidiaries or their respective representatives may have from time to time with any Governmental Authority with respect to the transactions contemplated by this Agreement. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) United Parent, Skyline and CBTC JCB and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare as soon as reasonably practicable (and in any event within 45 days) all documentation, documentation and to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (bii) covenant to obtain all permits, consents, approvals and agree that none authorizations of the information supplied or to be supplied by such party all third parties, Regulatory Authorities and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make consummate the statements therein, in light of the circumstances under which they are made not misleadingtransactions contemplated by this Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the Merger or the Bank Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Parent shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 7.01(b). Each of United Parent and CBTC JCB shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, advance all material written information submitted to any third party party, Regulatory Authority or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties parties, Regulatory Authorities and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger or the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Parent shall, to the extent permitted by applicable law, law (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and JCB, (ii) provide CBTC JCB with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority or Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide JCB with the opportunity to participate in any meetings or substantive telephone conversations that Parent may have from time to time with any Regulatory Authority or Governmental Authority with respect to the transactions contemplated by this Agreement. (b) Each party agrees, upon request, unless prohibited by applicable law, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Regulatory Authority or Governmental Authority.

Regulatory Applications. (a) United Each of Parent and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will, at shall be made by Parent as soon as reasonably practicable after the respective time such filing is made be false or misleading with respect to execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within forty-five (45) calendar days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Parent and the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Company shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto such Parties agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party Party hereto agrees that it will shall consult with the other party Party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will Party shall keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of the non-confidential portions of notices or other communications received by Parent or the Company, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory CommunicationAgreement, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, providing descriptions of any oral communications from such Persons). Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to (i) promptly advise CBTC of the receipt of any substantive communication from have a Governmental Authority with respect Parent Material Adverse Effect (measured on a scale relative to the transactions contemplated hereby and Company) or a Company Material Adverse Effect; or (ii) provide CBTC with a reasonable opportunity to participate require Parent, PW Bank or the Surviving Corporation or the surviving bank in the preparation Bank Merger to raise additional capital in an amount that would materially reduce the economic benefits of any response thereto and the preparation Merger to Parent or the holders of any other substantive submission or communication to any Governmental Authority with Parent Common Stock (including the Company shareholders in respect to of shares of Parent Common Stock received by them in the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofMerger) (a “Materially Burdensome Regulatory Condition”). (b) Each party Party agrees, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries Party to any third party or and/or Governmental Authority.

Regulatory Applications. (a) United Each of Parent and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will, at shall be made by Parent as soon as reasonably practicable after the respective time such filing is made be false or misleading with respect to execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within forty-five (45) days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Parent and the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Company shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto such Parties agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party Party hereto agrees that it will shall consult with the other party Party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will Party shall keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of the non-confidential portions of notices or other communications received by Parent or the Company, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory CommunicationAgreement, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, (i) promptly advise CBTC of the receipt providing descriptions of any substantive communication oral communications from a Governmental Authority with respect such Persons). Notwithstanding the foregoing, nothing contained herein shall be deemed to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party require Parent or any of its Subsidiaries to take any third party action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental AuthorityAuthorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to (i) have a Parent Material Adverse Effect (measured on a scale relative to the Company) or a Company Material Adverse Effect, or (ii) require Parent, Pacific Western Bank or the Surviving Corporation or the surviving bank in the Bank Merger to raise additional capital in an amount that would materially reduce the economic benefits of the Merger to Parent or the holders of Parent Common Stock (including the Company stockholders in respect of shares of Parent Common Stock received by them in the Merger) (a “Materially Burdensome Regulatory Condition”).

Regulatory Applications. (a) United and CBTC Cardinal and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in any conditions or requirements applicable either before or after the reasonable Effective Time that the United Board reasonably determines in good faith judgment would have a Material Adverse Effect on United and its Subsidiaries taken as a whole taking into account the consummation of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC Merger in making such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement determination (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Cardinal shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 120 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, law (i) promptly advise CBTC Cardinal of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and hereby, (ii) provide CBTC Cardinal with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Cardinal with the opportunity to participate in any meetings or substantive telephone conversations that United or its Subsidiaries or their respective representatives may have from time to time with any Governmental Authority with respect to the transactions contemplated by this Agreement. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) United and CBTC Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries and affiliates, as applicable, (a) subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within 90 days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the WVDFI and the Maryland Commissioner, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event that are necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United Buyer and CBTC Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review and correct any substantive material inaccuracies regarding the reviewing party in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agreesshall, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) United and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) Buyer shall cooperate and use their respective its reasonable best efforts to prepare file within thirty (30) days from the date hereof all documentationapplications, to effect all filings notices, requests for authorization or other documents with the appropriate federal or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and to obtain all permitsthe FDIC, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement Merger, the Related Mergers and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that (the receipt of such consent or approval may be materially delayed (a “"Regulatory Communication”Applications"). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, Company shall cooperate and assist (and shall cause each Company Subsidiary to the extent permitted by applicable law, (icooperate and assist) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with Buyer in all respects with respect to the transactions contemplated hereby preparation and (ii) provide CBTC with a filing of all Regulatory Applications. Buyer shall use reasonable opportunity efforts to participate in respond as promptly as practicable to all inquiries received concerning the preparation Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization of any response thereto and the preparation of any other substantive submission Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or communication to any Governmental Authority restrictions with respect to the transactions contemplated hereby approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review any and comment upon the same; provided, however, Buyer shall have no obligation to accept such response, submission comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or communication prior a Company Subsidiary to Company promptly after such applications are filed with the filing or submission thereofappropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory Applications. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) United and CBTC Centra and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleadingAgreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 8.01(b). Each of United and CBTC Centra shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, law (i) promptly advise CBTC Centra of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and hereby, (ii) provide CBTC Centra with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Centra with the opportunity to participate in any meetings or substantive telephone conversations that United or its Subsidiaries or their respective representatives may have from time to time with any Governmental Authority with respect to the transactions contemplated by this Agreement. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) United Each Party shall, and CBTC and their respective shall cause its Subsidiaries and affiliatesto, as applicable, (a) shall cooperate and use their respective reasonable best efforts to promptly prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement Transactions and (b) covenant and agree that none the change in ownership of the information supplied or MFB Subsidiaries, and shall use reasonable best efforts to be supplied by such party and any file within thirty (30) days of its Subsidiaries and affiliatesthe date hereof, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact applications necessary to make obtain the statements thereinpermits, in light consents, approvals and authorizations of all Regulatory Authorities necessary to consummate the circumstances under which they are made not misleadingTransactions. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall have the right to review in advance, and to the extent practicable each will consult with the otherother Party, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions and the change in ownership of the MFB Subsidiaries. In exercising the foregoing right, each of the parties hereto Party agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto Party agrees that it will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Transactions and the change in ownership of the MFB Subsidiaries, and each party Party will keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising Transactions and the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation change in ownership of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofMFB Subsidiaries. (b) Each party Party agrees, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) United Each of Parent and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will, at (other than the respective time such filing is SEC) shall be made be false or misleading with respect to by Parent as soon as reasonably practicable after the execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within forty-five days (45) days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Parent and the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Regulatory Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each -50- party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, (i) promptly advise CBTC of the receipt providing descriptions of any substantive communication oral communications from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofPersons). (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders or shareholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or and/or Governmental Authority.

Regulatory Applications. (a) United Buyer and CBTC Valley Financial and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare within 45 days of the date of this Agreement all documentation, documentation and to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (bii) covenant to obtain all permits, consents, approvals and agree that none authorizations of the information supplied or to be supplied by such party all third parties, Regulatory Authorities and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make consummate the statements therein, in light of the circumstances under which they are made not misleadingtransactions contemplated by this Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Buyer shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 8.01(b). Each of United Buyer and CBTC Valley Financial shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party party, Regulatory Authority or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties parties, Regulatory Authorities and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Buyer shall, to the extent permitted by applicable law, law (i) promptly advise CBTC Valley Financial of the receipt of any substantive communication from a Regulatory or a Governmental Authority with respect to the transactions contemplated hereby and hereby, (ii) provide CBTC Valley Financial with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory or Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Valley Financial with the opportunity to participate in any meetings or substantive telephone conversations that Buyer or its Subsidiaries or their respective representatives may have from time to time with any Regulatory Authority or Governmental Authority with respect to the transactions contemplated by this Agreement. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Regulatory Authority or Governmental Authority.

Regulatory Applications. (a) United and CBTC and their respective Subsidiaries and affiliatesEach of the parties shall, as applicablesoon as practicable after the date of this Agreement, file all applications that it is responsible to file with all applicable regulatory authorities, including (a) shall cooperate and use their respective reasonable best efforts an application to prepare all documentationthe DFI for approval of the Bank Merger under the CFC, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none an application to the FDIC for approval of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light Bank Merger under Section 18(c) of the circumstances Federal Deposit Insurance Act and (c) an application to the FRB under which they are made not misleading. Each Party Sections 3 and 4 of the Bank Holding Company Act of 1956 or an application for a waiver from consideration under these provisions as appropriate (together, the "REGULATORY APPLICATIONS"), and shall use its their commercially reasonable efforts to resolve objectionsrespond as promptly as practicable to all inquiries received concerning said Regulatory Applications. GBC shall cause GBC Venture Capital, if any, which may be asserted with respect Inc. to merge into GBC immediately prior to the Merger under any applicable lawEffective Time; provided, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United GBC shall not be required to agree cause such merger if it would result in a detriment to GBC. (b) In the event that the appearance of any condition officers, directors or restriction employees, or take counsel, of any action or commit to take party is requested at any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority hearing in connection with such Regulatory Application, the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees party whose representative is so requested to act reasonably and as promptly as practicable and, in any event, United appear shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementcommercially reasonable efforts to arrange for those appearances. Each party hereto agrees that it will consult with the The parties shall promptly advise each other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a any Governmental Authority the Entity whose consent or approval of which is required for the consummation of the Bank Merger and or the other transactions contemplated by this Agreement Merger that causes such party to believe that believethat there is a reasonable likelihood that any required consent or approval from a Governmental Authority Regulatory Approval will not be obtained or that the receipt of any such consent or approval may will be materially delayed (or conditioned. In the event the Bank Merger or the Merger is challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the parties shall consult with each other and decide upon a “Regulatory Communication”). Upon the receipt reasonable course of a Regulatory Communication, without limiting the scope action designed to bring about consummation of the foregoing paragraphsBank Merger or the Merger, United shalland shall use commercially reasonable efforts to defend any litigation seeking to enjoin, to the extent permitted by applicable law, (i) promptly advise CBTC prevent or delay consummation of the receipt of any substantive communication from a Governmental Authority with respect to Bank Merger or the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofMerger. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) United CMS and CBTC Customers and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none Agreement. However, Customers shall have no obligation to file any regulatory applications related to the Parent Merger or the Subsidiary Merger until all requisite regulatory approvals have been received for its pending acquisition of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any Acacia Federal Savings Bank. Initial filings with Governmental Authorities will, at the respective time such filing is shall be made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect by Customers related to the Parent Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines and Subsidiary Merger promptly following the receipt of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking approvals of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome Customer’s regulatory applications related to the business, operations, financial condition or results acquisition of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this AgreementAcacia Federal Savings Bank. Each party hereto agrees that it will consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising . Each party shall permit the other party upon receiving to review substantially complete drafts of its filings to be made with Governmental Authorities no later than two business days prior to filing. Subject to applicable Laws relating to the exchange of information, each of the parties hereto shall, to the extent practicable, consult with the others on all material written information submitted to any communication from a third party and/or any Governmental Authority the consent or approval of which is required for the consummation of in connection with the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that Agreement. In exercising the receipt foregoing right, each of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, parties agrees to the extent permitted by applicable law, (i) act reasonably and as promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofas practicable. (b) Each party agrees, upon request, to furnish the other party parties with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party parties or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (aA) United and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) shall The Parties will cooperate and use their respective commercially reasonable best efforts to prepare as promptly as possible all documentation, documentation to effect all filings and to obtain and comply with all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement (the “Requisite Regulatory Approvals”) and (b) covenant and agree that none will make all necessary filings in respect of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light Requisite Regulatory Approvals within thirty (30) days of the circumstances under which they are made not misleadingdate of this Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws any Legal Requirement relating to the exchange of information, with respect to, to all public portions of any applications or other material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to Party will act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it Party will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party Party apprised of the status of material matters relating to the completion of the transactions contemplated hereby, including advising by this Agreement. Each Party shall consult with the other party upon receiving in advance of any communication from a meeting or conference with any Governmental Authority in connection with the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, and to the extent permitted by applicable lawsuch Governmental Authority, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and conferences. (iB) promptly advise CBTC of Notwithstanding the receipt of any substantive communication from a Governmental Authority with respect foregoing or anything to the transactions contemplated hereby contrary in this Agreement, nothing contained herein shall be deemed to require BFST or any of its Subsidiaries or TCBI or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and (ii) provide CBTC with a reasonable opportunity to participate in the preparation authorizations of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect that would reasonably be likely to have Material Adverse Change on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of BFST, the Surviving Corporation or the Surviving Bank, after giving effect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofMerger (“Burdensome Condition”). (bC) Each party agreesParty will, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, assets, liabilities, business, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Party or any of its Subsidiaries with or to any third party or Governmental AuthorityAuthority in connection with the transactions contemplated by this Agreement.

Regulatory Applications. (a) United PNC and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary to consummate the transactions contemplated by this Agreement Plan, and (b) covenant and agree that none PNC shall file its applications for approval of the information supplied or to be supplied Merger and the Bank Merger by such party and any the Board of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light Governors of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to Federal Reserve (the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines “Board of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Governors”) and the taking of such action would, in the reasonable good faith judgment Office of the United Board, be materially financially burdensome to Comptroller of the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement Currency (a the “Materially Burdensome Regulatory ConditionOCC”), respectively, within 21 days of the date hereof, and shall promptly make all other necessary regulatory filings. Each of United PNC and CBTC the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. Notwithstanding the foregoing, including advising nothing contained herein shall be deemed to require the other party upon receiving Company or PNC to take any communication from action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities, that would reasonably be expected to have a Governmental Authority material adverse effect (measured on a scale relative to the consent Company) on either PNC or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed Company (a “Materially Burdensome Regulatory CommunicationCondition”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries with or to any third party or Governmental AuthorityEntity.

Regulatory Applications. (a) United and CBTC Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries and affiliates, as applicable, (a) subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the West Virginia Division of Banking and the Pennsylvania Department of Banking, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United Buyer and CBTC Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agreesshall, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) United and CBTC Piedmont and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest decree by any assets, deposits, lines of business or branchesGovernmental Authority; provided that neither United nor any of its Subsidiaries shall be required, and Piedmont and its Subsidiaries are not be required permitted, to agree to take any action, or commit to take any such action, or agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action wouldrestriction, in connection with obtaining the reasonable good faith judgment foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be expected to have a significant and materially burdensome effect on the condition (financial or otherwise), results of operations, liquidity, capital, assets or deposit liabilities, properties, operations or business of United Boardand its Subsidiaries, be materially financially burdensome taken as a whole, after giving effect to the businessMerger (with materiality for these purposes measured on a scale relative to United and its Subsidiaries, operationstaken as a whole, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement prior to the Effective Time) (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Piedmont shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC Piedmont of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC Piedmont with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. Each of the parties hereto shall use its reasonable best efforts to promptly prepare and submit (aand in any event, within twenty (20) United and CBTC and their respective Subsidiaries and affiliatesbusiness days after the date of the Plan or such shorter period as may be required by Applicable Law), applications to the appropriate Governmental Authorities responsible for competition or antitrust matters for approval of or non-objection to the Merger, including filings under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as applicableamended (“HSR”) and any other competition or antitrust filing required to be filed as a result of the execution and delivery of the Plan or as a condition to the consummation of the Merger in the European Union or any member state thereof or other jurisdiction (collectively with the filings under HSR, the “Competition Filings”). The parties will cooperate in good faith to identify as soon as practicable (aand in any event, within ten (10) shall days after the date of the Plan), all of the Competition Filings or any other appropriate filings to secure all other approvals, consents and rulings which are necessary for the consummation of the Merger and make all such filings promptly thereafter. Without limiting the foregoing, each of the parties hereto agrees to cooperate with the other and, subject to the terms and conditions set forth in the Plan, use their respective its reasonable best efforts to prepare and file all documentation, to effect all filings and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement the Plan. In furtherance and (b) covenant and agree that none not in limitation of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliatesforegoing, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party parties shall use its reasonable their best efforts to resolve objections, if any, which any objections as may be asserted with respect to the Merger Competition Filings, provided, however, in that no event shall Purchaser or the Company be required, in order to secure the consents, approvals or absence of objections under any applicable lawthe Competition Filings, regulation or decreeas applicable, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to limit or divest any condition existing business activity or restriction or take any action or commit to take any action if such agreements or the taking of such action would, engage in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)litigation. Each of United the Company and CBTC shall have the right to review in advancePurchaser shall, and to the extent practicable each will practicable, consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to to, any third party or any Governmental Authority regulatory authorities in connection with the transactions contemplated by this Agreementthe Plan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement the Plan and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger . In furtherance and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope in limitation of the foregoing paragraphssentence, the Purchaser and Acquisition Sub, on the one hand, and the Company, on the other hand, shall promptly inform the other of any material communication from the United shallStates Federal Trade Commission, to the extent permitted by applicable law, (i) promptly advise CBTC Department of Justice or any other Governmental Authority regarding any of the receipt of transactions contemplated hereby. If any substantive communication such party receives a request for additional information or documentary material from a any such Governmental Authority with respect to the Merger and transactions contemplated hereby hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and (ii) provide CBTC after consultation with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party parties, an appropriate response in compliance with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authorityrequest.

Regulatory Applications. (a) United The Company and CBTC Parent and their respective Subsidiaries and affiliates, as applicable, (a) shall will cooperate and use their respective reasonable best efforts to prepare as promptly as practicable all documentation, to effect make all filings and to obtain all permits, consents, approvals approvals, permits and other authorizations of all Governmental Authorities and third parties and Governmental Authorities necessary to consummate the Merger and the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decreehereby, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in Other Mergers (the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome "Requisite Regulatory Condition”Approvals"). Each of United the Company and CBTC shall Parent will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. Parent agrees that it shall file the required applications and notices, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shallas applicable, to the extent permitted by applicable lawFederal Reserve Board under the BHC Act, (i) promptly advise CBTC to the Office of Thrift Supervision under HOLA, and applications and notices to the New York State Banking Department or Banking Board under the NYBL within 45 days of the receipt of any substantive communication from a Governmental Authority with respect date hereof; provided, however, that Parent shall not be deemed to have breached the foregoing to the transactions contemplated hereby extent it failed to file such applications due to the failure of the Company to promptly furnish to Parent all information concerning the Company, its Subsidiaries, directors, officers and (ii) provide CBTC shareholders and such other matters as may be reasonably necessary or advisable in connection with a reasonable opportunity to participate any such notice or application, as applicable, as requested by Parent. In addition, the Company and its Subsidiaries shall, at the request of Parent, assist Parent in the preparation of any response thereto and/or prepare, as applicable, all documentation, assist Parent in making and/or make, as applicable, all filings and assist Parent in obtaining and/or obtain, as applicable, all consents, approvals, permits and other authorizations of all Governmental Authorities and third parties, in each case, as promptly as practicable following such request, in order to convert the preparation of any other substantive submission or communication to any Governmental Authority with respect to Company Bank into a New York chartered commercial bank effective immediately after the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofEffective Time. (b) Each party agreesThe Company and Parent will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party or Governmental AuthorityAuthority in connection with the transactions contemplated hereby.

Regulatory Applications. (a) United Sky and CBTC Prospect and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare prepare, within 15 days of the execution of this Agreement, all documentationdocumentation and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United Sky and CBTC Prospect shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party party, Governmental Authority or Governmental Regulatory Authority.

Regulatory Applications. (a) United PNC and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary to consummate the transactions contemplated by this Agreement Plan, and (b) covenant and agree that none PNC shall file or amend, to the extent necessary, its applications for approval of the information supplied or to be supplied Merger and the Bank Transfer by such party and any the Board of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light Governors of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to Federal Reserve (the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or "BOARD OF GOVERNORS") and the taking of such action would, in the reasonable good faith judgment Office of the United BoardComptroller of the Currency (the "OCC"), be materially financially burdensome to respectively, within eight (8) business days of the businessdate hereof, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)and shall promptly make all other necessary regulatory filings. Each of United PNC and CBTC the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. Notwithstanding the foregoing, including advising nothing contained herein shall be deemed to require the Company or PNC to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities other party upon receiving any communication from a Governmental Authority than those reasonably contemplated by the consent or approval of which is required for the consummation Disclosure Schedule of the Merger and Company, that would reasonably be expected to have a material adverse effect (measured on a scale relative to the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent Company) on either PNC or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed Company (a “Regulatory Communication”"MATERIALLY BURDENSOME REGULATORY CONDITION"). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries with or to any third party or Governmental AuthorityEntity.

Regulatory Applications. (a) United Parent and CBTC the Company and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare all documentation, to effect all filings (including, without limitation, filings under the HSR Act) and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (bii) covenant and agree that none of to cause the information supplied or Merger to be supplied by such party and any of its Subsidiaries and affiliates, consummated as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)expeditiously as reasonably practicable. Each of United Parent and CBTC the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.10(a) and (b), if any objections are asserted with respect to the transactions contemplated by this Agreement under any Regulatory Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement as violative of any Regulatory Law, each of Parent and the Company shall use its reasonable best efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement, and if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of Parent and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.10 shall limit a party's rights under Sections 7.01(b) and 8.01(d) so long as such party has theretofore complied in all respects with its obligations under this Section 6.10.

Regulatory Applications. (a) United and CBTC Benchmark and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare allow United to prepare, submit and file all documentationapplications and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and and/or authorizations of all third parties and Governmental the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing rightrights under this Section, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, practicable. United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto Benchmark with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental from the Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will to keep the other party Benchmark apprised of the status of material matters relating to completion obtainment of such consents, approvals and/or authorizations from the transactions contemplated herebyRegulatory Authorities. Benchmark shall have the right to review in advance, including advising subject to applicable laws relating to the other party upon receiving any communication from a Governmental Authority exchange of Information, all material written information submitted to the consent or approval of which is required for Regulatory Authorities in connection with the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party Agreement. Notwithstanding the forgoing sentence, neither Benchmark nor Benchmark Bank shall have any right to believe that there is review and/or inspect any information submitted in a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, confidential volume to the extent permitted by applicable lawRegulatory Authorities, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication including, but not limited to any Governmental Authority with respect business plan and/or financial data or analysis prepared by United in relation to such consents, approvals and/or authorizations from the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofRegulatory Authorities. (b) Each party Benchmark agrees, upon reasonable request, to furnish the other party United with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable and/or required in connection with any filing, notice or application made by or on behalf of such other party United or any of its Subsidiaries to any third party or Governmental Regulatory Authority, subject to applicable law and regulation.

Regulatory Applications. (a) United The Company and CBTC Parent and their respective Subsidiaries and affiliates, as applicable, (a) shall will cooperate and use their respective reasonable best efforts to prepare as promptly as practicable all documentation, to effect make all filings and to obtain all permits, consents, approvals approvals, permits and other authorizations of all Governmental Authorities and third parties and Governmental Authorities necessary to consummate the Merger and the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decreehereby, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in Other Mergers (the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Requisite Regulatory ConditionApprovals”). Each of United the Company and CBTC shall Parent will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. Parent agrees that it shall file the required applications and notices, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shallas applicable, to the extent permitted by applicable lawFederal Reserve Board under the BHC Act, (i) promptly advise CBTC to the Office of Thrift Supervision under HOLA, and applications and notices to the New York State Banking Department or Banking Board under the NYBL within 45 days of the receipt of any substantive communication from a Governmental Authority with respect date hereof; provided, however, that Parent shall not be deemed to have breached the foregoing to the transactions contemplated hereby extent it failed to file such applications due to the failure of the Company to promptly furnish to Parent all information concerning 29 the Company, its Subsidiaries, directors, officers and (ii) provide CBTC shareholders and such other matters as may be reasonably necessary or advisable in connection with a reasonable opportunity to participate any such notice or application, as applicable, as requested by Parent. In addition, the Company and its Subsidiaries shall, at the request of Parent, assist Parent in the preparation of any response thereto and/or prepare, as applicable, all documentation, assist Parent in making and/or make, as applicable, all filings and assist Parent in obtaining and/or obtain, as applicable, all consents, approvals, permits and other authorizations of all Governmental Authorities and third parties, in each case, as promptly as practicable following such request, in order to convert the preparation of any other substantive submission or communication to any Governmental Authority with respect to Company Bank into a New York chartered commercial bank effective immediately after the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofEffective Time. (b) Each party agreesThe Company and Parent will, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party or Governmental AuthorityAuthority in connection with the transactions contemplated hereby.

Regulatory Applications. (a) United and CBTC Georgetown and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 7.01(b). Each of United and CBTC Georgetown shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable andpracticable, in any event, United shall make all necessary filings and provide any necessary notices within 75 90 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, law (i) promptly advise CBTC Georgetown of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and hereby, (ii) provide CBTC Georgetown with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) promptly provide Georgetown with a report with respect to any meetings or substantive telephone conversations that United or its Subsidiaries or their respective representatives may have from time to time with any Governmental Authority with respect to the transactions contemplated by this Agreement. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (aA) United Each party shall promptly (i) cause Little Falls, in the case of Bancorp, to adopt and CBTC and their respective Subsidiaries and affiliates, as applicableapprove the transactions contemplated by this Plan, (aii) shall prepare and submit applications to the appropriate Regulatory Authorities and (iii) make all other appropriate filings to secure all other approvals, consents and rulings, which are necessary for it to consummate the Mergers. (B) Each of Bancorp and Skylands agrees to cooperate with the other (and to cause Acquisition Corp. to co-operate) and, subject to the terms and conditions set forth in this Plan, use their respective its reasonable best efforts (and cause Acquisition Corp. to use its reasonable best efforts) to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decreePlan, including agreeing without limitation the regulatory approvals referred to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Section 6.02. Each of United Bancorp and CBTC Skylands shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to to, any third party or any Governmental Authority Regulatory Authorities in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (bC) Each party agrees, upon request, to furnish the other party parties with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries to any third party or Governmental Regulatory Authority.

Regulatory Applications. (a) United Parent and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary to consummate the transactions contemplated by this Agreement Plan, and (b) covenant and agree that none Parent shall make all necessary regulatory filings within 20 days of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)date hereof. Each of United Parent and CBTC the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations (collectively, “Approvals”) of all third parties and Governmental Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party apprised appraised of the status of material matters relating to such Approvals and completion of the transactions contemplated hereby. Notwithstanding the foregoing, including advising nothing contained herein shall be deemed to require Parent to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the other party upon receiving any communication from foregoing permits, consents, approvals and authorizations, that would reasonably be expected to have a Governmental Authority material adverse effect (measured on a scale relative to the consent Company and its subsidiaries taken as a whole) on Parent, the Company or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed Surviving Corporation (a “Materially Burdensome Regulatory CommunicationCondition”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries with or to any third party or Governmental AuthorityEntity.

Regulatory Applications. (a) United Subject to the terms and CBTC conditions of this Agreement, each of Purchaser and Group and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare as promptly as practicable all documentation, to effect make all filings with and to obtain all permits, consents, approvals Consents and authorizations of Permits from all third parties and Governmental Authorities necessary required to consummate the Transactions and the other transactions contemplated hereby and by this Agreement the Ancillary Agreements (such Consents and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliatesPermits, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted including those required with respect to the Merger under IABF Transactions, the “Requisite Regulatory Approvals,” it being understood that it shall be the primary responsibility of Sellers (with Purchaser’s cooperation) to procure the (i) Consents listed in clauses (G), (H), (I), (J) and (K) of the definition of the term “Seller Regulatory Consents” and (ii) any applicable lawother Consent with respect to the IABF and the IABF Transactions) and shall make all necessary filings in respect of the Requisite Regulatory Approvals of non-US, regulation or decreefederal and state banking authorities relating to the Transactions as promptly as practicable, including agreeing to divest but in any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or event within 20 Business Days after the taking of such action would, date hereof (in the reasonable good faith judgment case of Purchaser assuming the full cooperation of the United BoardSellers, be materially financially burdensome to and in the businesscase of the Sellers assuming the full cooperation of Purchaser), operationsand shall make all other necessary filings in respect of the Requisite Regulatory Approvals as promptly as practicable after the date hereof. After the date hereof, financial condition or results each of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United Purchaser and CBTC Group shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws Laws relating to the exchange of information, with respect toto all nonconfidential, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreementany Requisite Regulatory Approval. In exercising the foregoing right, each of the parties hereto agrees to Purchaser and Group and their respective Subsidiaries shall act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto of Purchaser and Group agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals Permits and authorizations of Consents from all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby as promptly as practicable, and each party will of Purchaser and Group shall keep the other party apprised reasonably appraised of the status of material matters relating to the completion of the transactions contemplated herebyhereby (for the avoidance of doubt, including advising the other party upon receiving any communication from a Governmental Authority status of matters relating to the consent or approval of which is required for the consummation completion of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”IABF Transactions). Upon the receipt of a Regulatory Communication, without limiting the scope of Notwithstanding the foregoing paragraphsand anything else in this Agreement, United shallnothing contained herein shall be deemed to require Purchaser to (and Sellers shall not without Purchaser’s prior written consent agree to) take any action, or commit to take any action, or agree to any condition or restriction in connection with obtaining the extent permitted by applicable lawforegoing Requisite Regulatory Approvals and other Permits, Consents, approvals and authorizations of Governmental Authorities or in consummating the IABF Transactions, (i) promptly advise CBTC that would reasonably be expected to have a material adverse effect on Purchaser and the business of the receipt of any substantive communication from Sales Package Companies (taken as a Governmental Authority with respect whole) after giving effect to the transactions contemplated hereby and or (ii) provide CBTC with a reasonable opportunity that involves any material change adverse to participate Purchaser or the Sales Package Companies in the preparation terms and provisions of any response thereto the IABF Transactions and the preparation obligations arising therefrom or that would reasonably be expected to cause Section 5.02(jj) to not be true and correct in all material respects at Closing (either of any other substantive submission (i) or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response(ii), submission or communication prior to the filing or submission thereofa “Materially Burdensome Regulatory Condition”). (b) Each party agreesof Purchaser and Group shall, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party it or any of its Subsidiaries with or to any third party or Governmental AuthorityAuthority in connection with the transactions contemplated hereby.

Regulatory Applications. (a) United and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) shall A. Each Party will cooperate and use their respective commercially reasonable best efforts to prepare as promptly as possible all documentationdocumentation (including the Joint Proxy Statement/Prospectus and the S-4 Registration Statement), to effect all filings and to obtain and comply with all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement (the “Requisite Regulatory Approvals”) and (b) covenant and agree that none will use commercially reasonable efforts to make all necessary filings in respect of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, Requisite Regulatory Approvals as applicable, for inclusion in any filings with Governmental Authorities will, at soon as reasonably practicable following the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws any Legal Requirement relating to the exchange of information, with respect to, to all public portions of any applications or other material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to Party will act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it Party will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party Party apprised of the status of material matters relating to the completion of the transactions contemplated hereby, including advising by this Agreement. Each Party shall consult with the other party upon receiving in advance of any communication from a meeting or conference with any Governmental Authority in connection with the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, and to the extent permitted by applicable lawsuch Governmental Authority, (i) promptly advise CBTC of give the receipt of any substantive communication from a Governmental Authority with respect other Party and/or its counsel the opportunity to attend and participate in such meetings and conferences. B. Notwithstanding the foregoing or anything to the transactions contemplated hereby contrary in this Agreement, nothing contained herein shall be deemed to require BFST or any of its Subsidiaries or PBI or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and (ii) provide CBTC with a reasonable opportunity to participate in the preparation authorizations of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect that would reasonably be likely to have Material Adverse Change (measured on a scale relative to PBI) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of BFST, PBI, the Surviving Corporation or the Surviving Bank, after giving effect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofMerger (“Burdensome Condition”). (b) C. Each party agreesParty will, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, assets, liabilities, business, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Party or any of its Subsidiaries with or to any third party or Governmental AuthorityAuthority in connection with the transactions contemplated by this Agreement.

Regulatory Applications. (a) United Nortel Networks and CBTC the Company and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare all documentation, to effect all filings (including, without limitation, filings under the HSR Act, the Investment Act (Canada) and to obtain all permitsthe Competition Act (Caxxxx)) xxx xx xxxxxx xxx xxxxxxx, consentsxxnsents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (bii) covenant and agree that none of to cause the information supplied or Merger to be supplied by such party and any of its Subsidiaries and affiliates, consummated as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)expeditiously as reasonably practicable. Each of United Nortel Networks and CBTC the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.10(a) and (b), if any objections are asserted with respect to the transactions contemplated by this Agreement under any Regulatory Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement as violative of any Regulatory Law, each of Nortel Networks and the Company shall use its reasonable best efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement, and if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of Nortel Networks and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.10 shall limit a party's rights under Sections 7.01(b) and 8.01(d) so long as such party has theretofore complied in all respects with its obligations under this Section 6.10. (d) Nothing contained in this Agreement shall require Nortel Networks or any of its Subsidiaries to sell or otherwise dispose of, or to hold separately, or permit the sale or other disposition of, any assets of Nortel Networks, the Company or their respective Subsidiaries, or require Nortel Networks to refrain from exercising full authority over the Company and its Subsidiaries after the Effective Time, whether as a condition to obtaining any approval from a Governmental Authority or any other Person or for any other reason.

Regulatory Applications. (a) United Each of Parent, Bank, ARB and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) AR Bank shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will(other than the SEC) shall be made by Parent or Bank, at as the respective time such filing is made be false or misleading with respect to case may be, as soon as reasonably practicable after the execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within thirty (30) days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information and except for information submitted on a confidential basis to a Regulatory Authority by Parent or Bank, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United Parent and CBTC ARB shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Regulatory Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of notices or other communications received by Parent, Bank, ARB or AR Bank, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, providing descriptions of any oral communications from such Persons). In furtherance and not in limitation of the foregoing, each of Parent and ARB shall use its reasonable best efforts to (i) promptly advise CBTC of avoid the receipt of entry of, or to have vacated, lifted, reversed or overturned any substantive communication from a Governmental Authority with respect to decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the transactions contemplated hereby Closing, and (ii) provide CBTC with a reasonable opportunity avoid or eliminate each and every impediment so as to participate in enable the preparation Closing to occur as soon as possible. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or ARB or any of their respective Subsidiaries, and neither Parent nor ARB nor any response thereto and of their respective Subsidiaries shall be permitted (without the preparation written consent of the other party), to take any other substantive submission action, or communication commit to take any action, or agree to any Governmental Authority condition or restriction, in connection with respect to the transactions contemplated hereby and to review any such response, submission foregoing or communication prior to the filing or submission thereof.obtaining (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders or shareholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or and/or Governmental Authority.

Regulatory Applications. (a) United and CBTC and their respective Each of Parent, its Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none including the consolidation of any Company branches with Merger Subsidiary branches or branches of any other Subsidiary of Parent or the information supplied or to be supplied by such party closure of any Company branches, in each case as Parent in its sole discretion shall deem necessary); and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities willshall be made by Parent as soon as reasonably practicable after the execution hereof but, at provided that the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements thereinCompany has cooperated as described above, in light of no event later than 60 days after the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)date hereof. Each of United Parent and CBTC the Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party parties with all information concerning itself, its SubsidiariesSubsidiaries (in the case of Parent), directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries parties to any third party or Governmental Authority.

Regulatory Applications. (a) United The Bank and CBTC Parent and their respective its Subsidiaries and affiliates, as applicable, (ain the case of Parent) shall will cooperate and use their respective reasonable best efforts to prepare as promptly as practicable all documentation, to effect make all filings and to obtain all permits, consents, approvals approvals, permits and other authorizations of all Governmental Authorities and third parties and Governmental Authorities necessary to consummate the Merger and the other transactions contemplated by this Agreement hereby (the "REQUISITE REGULATORY APPROVALS"), and (b) covenant will use their reasonable best efforts to make all necessary filings in respect of Requisite Regulatory Approvals of federal and agree that none state banking authorities within 30 days of the information supplied or to be supplied by such party date hereof and any will make all other necessary filings in respect of its Subsidiaries and affiliates, Requisite Regulatory Approvals as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)promptly as practicable. Each of United the Bank and CBTC shall Parent will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agreesThe Bank and Parent will, upon request, to furnish the other party with all information concerning itself, its SubsidiariesSubsidiaries (in the case of Parent), directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries (in the case of Parent) with or to any third party or Governmental AuthorityAuthority in connection with the transactions contemplated hereby.

Regulatory Applications. (a) United PNC and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary to consummate the transactions contemplated by this Agreement Plan, and (b) covenant and agree that none PNC shall file or amend, to the extent necessary, its applications for approval of the information supplied or to be supplied Merger and the Bank Transfer by such party and any the Board of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light Governors of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to Federal Reserve (the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines "Board of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Governors") and the taking of such action would, in the reasonable good faith judgment Office of the United BoardComptroller of the Currency (the "OCC"), be materially financially burdensome to respectively, within eight (8) business days of the businessdate hereof, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)and shall promptly make all other necessary regulatory filings. Each of United PNC and CBTC the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. Notwithstanding the foregoing, including advising nothing contained herein shall be deemed to require the Company or PNC to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities other party upon receiving any communication from a Governmental Authority than those reasonably contemplated by the consent or approval of which is required for the consummation Disclosure Schedule of the Merger and Company, that would reasonably be expected to have a material adverse effect (measured on a scale relative to the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent Company) on either PNC or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed Company (a “"Materially Burdensome Regulatory Communication”Condition"). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries with or to any third party or Governmental AuthorityEntity.

Regulatory Applications. (a) United Each of EWBC and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) SB shall cooperate and use their respective reasonable best efforts to prepare and file, or cause to be filed, all documentation, to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party Agreement; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will(other than the Registration Statement) shall be made by EWBC as soon as reasonably practicable after the execution hereof but, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements thereinprovided that SB has cooperated as described above, in light of no event later than 45 days after the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)date hereof. Each of United EWBC and CBTC SB shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of notices or other communications received by EWBC or SB, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority the consent or approval of which is required for the consummation of with respect to the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”Agreement). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party parties with all information known to it (which knowledge shall be deemed to include knowledge which could be acquired after reasonable due inquiry) concerning itself, its Subsidiaries, directors, advisory directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries parties to any third party or Governmental Authority.

Regulatory Applications. (a) United Each of EWBC and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the UNB shall cooperate and use their respective reasonable best efforts to prepare and file, or cause to be filed, all documentation, to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party Agreement; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will(other than the Registration Statement) shall be made by EWBC as soon as reasonably practicable after the execution hereof but, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements thereinprovided that UNB has cooperated as described above, in light of no event later than 45 days after the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)date hereof. Each of United EWBC and CBTC UNB shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of notices or other communications received by EWBC or UNB, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority the consent or approval of which is required for the consummation of with respect to the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”Agreement). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party parties with all information known to it (which knowledge shall be deemed to include knowledge which could be acquired after reasonable due inquiry) concerning itself, its Subsidiaries, directors, advisory directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries parties to any third party or Governmental Authority.

Regulatory Applications. (a) United Each of Parent and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will, at shall be made by Parent as soon as reasonably practicable after the respective time such filing is made be false or misleading with respect to execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within forty-five (45) calendar days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Parent and the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Company shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto such Parties agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party Party hereto agrees that it will shall consult with the other party Party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will Party shall keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of the non-confidential portions of notices or other communications received by Parent or the Company, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory CommunicationAgreement, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, providing descriptions of any oral communications from such Persons). Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to (i) promptly advise CBTC of the receipt of any substantive communication from have a Governmental Authority with respect Parent Material Adverse Effect (measured on a scale relative to the transactions contemplated hereby and Company) or a Company Material Adverse Effect; or (ii) provide CBTC with a reasonable opportunity to participate require Parent, BoC Bank or the Surviving Corporation or the surviving bank in the preparation Bank Merger to raise additional capital in an amount that would materially reduce the economic benefits of any response thereto and the preparation Merger to Parent or the holders of any other substantive submission or communication to any Governmental Authority with Parent Common Stock (including the Company shareholders in respect to of shares of Parent Common Stock received by them in the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofMerger) (a “Materially Burdensome Regulatory Condition”). (b) Each party Party agrees, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries Party to any third party or and/or Governmental Authority.

Regulatory Applications. (a) United Each of Parent, Bank and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) Napa shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will(other than the SEC) shall be made by Parent or Bank, at as the respective time such filing is made be false or misleading with respect to case may be, as soon as reasonably practicable after the execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within thirty (30) days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information and except for information submitted on a confidential basis to a Regulatory Authority by Parent or Bank, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United Parent and CBTC Napa shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of notices or other communications received by Parent, Bank or Napa, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority the consent or approval of which is required for the consummation of with respect to the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, (i) promptly advise CBTC of the receipt providing descriptions of any substantive communication oral communications from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofPersons). (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders or shareholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or and/or Governmental Authority.

Regulatory Applications. (a) United The Acquiror and CBTC the Company and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement Agreement. The Acquiror and (b) covenant and agree that none of the information supplied Company will promptly file applications, notices or other materials required to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings filed with Governmental Authorities will, at the respective time such filing is made be false or misleading by applicable law in connection with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under and promptly file any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines additional information requested as soon as practicable after receipt of business or branchesrequest thereof; provided that United each party shall not be required to agree to any condition or restriction or take any action or commit to take any action if duly file such agreements or filings (including the taking of such action would, Proxy Statement in preliminary form) no later than 25 business days after the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)date hereof. Each of United and CBTC The Acquiror shall have the right to review in advance, and to the extent practicable each will to consult with the otherCompany, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Acquiror agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days practicable. Each of the date of this Agreement. Each party hereto Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals registrations, approvals, permits and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) United and CBTC Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries and affiliates, as applicable, (a) subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within ninety (90) days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the WVDFI, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event that are necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United Buyer and CBTC Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agreesshall, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority or Regulatory Authority.

Regulatory Applications. Each of the parties hereto shall use its reasonable best efforts to promptly prepare and submit (aand in any event, within twenty (20) United and CBTC and their respective Subsidiaries and affiliatesbusiness days after the date of the Plan or such shorter period as may be required by Applicable Law), applications to the appropriate Governmental Authorities responsible for competition or antitrust matters for approval of or non-objection to the Merger, including filings under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as applicableamended ("HSR") and any other competition or antitrust filing required to be filed as a result of the execution and delivery of the Plan or as a condition to the consummation of the Merger in the European Union or any member state thereof or other jurisdiction (collectively with the filings under HSR, the "Competition Filings"). The parties will cooperate in good faith to identify as soon as practicable (aand in any event, within ten (10) shall days after the date of the Plan), all of the Competition Filings or any other appropriate filings to secure all other approvals, consents and rulings which are necessary for the consummation of the Merger and make all such filings promptly thereafter. Without limiting the foregoing, each of the parties hereto agrees to cooperate with the other and, subject to the terms and conditions set forth in the Plan, use their respective its reasonable best efforts to prepare and file all documentation, to effect all filings and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement the Plan. In furtherance and (b) covenant and agree that none not in limitation of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliatesforegoing, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party parties shall use its reasonable their best efforts to resolve objections, if any, which any objections as may be asserted with respect to the Merger Competition Filings, provided, however, in that no event shall Purchaser or the Company be required, in order to secure the consents, approvals or absence of objections under any applicable lawthe Competition Filings, regulation or decreeas applicable, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to limit or divest any condition existing business activity or restriction or take any action or commit to take any action if such agreements or the taking of such action would, engage in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)litigation. Each of United the Company and CBTC shall have the right to review in advancePurchaser shall, and to the extent practicable each will practicable, consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to to, any third party or any Governmental Authority regulatory authorities in connection with the transactions contemplated by this Agreementthe Plan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement the Plan and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger . In furtherance and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope in limitation of the foregoing paragraphssentence, the Purchaser and Acquisition Sub, on the one hand, and the Company, on the other hand, shall promptly inform the other of any material communication from the United shallStates Federal Trade Commission, to the extent permitted by applicable law, (i) promptly advise CBTC Department of Justice or any other Governmental Authority regarding any of the receipt of transactions contemplated hereby. If any substantive communication such party receives a request for additional information or documentary material from a any such Governmental Authority with respect to the Merger and transactions contemplated hereby hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and (ii) provide CBTC after consultation with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party parties, an appropriate response in compliance with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authorityrequest.

Regulatory Applications. (a) United Nortel Networks and CBTC the Company and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare all documentation, to effect all filings (including, without limitation, filings under the HSR Act and applicable antitrust or other competition laws of other jurisdictions) and to obtain all permits, consents, approvals and authorizations of all third parties (at the sole expense of the Company and Newco with respect to non-governmental filings) and Governmental Authorities necessary to consummate the transactions Transactions contemplated by this Agreement and (bii) covenant to cause the Merger and agree that none the Contribution to be consummated as expeditiously as reasonably practicable, including, without limitation, seeking an early termination of the information supplied HSR Act waiting period; provided, however, that, notwithstanding anything to the contrary in this Agreement, a failure by Nortel Networks or to be supplied by such party and any of its Subsidiaries and affiliatesto disclose, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect response to any "second request" under the HSR Act, any information which Nortel Networks deems, in good faith due to the confidential and material factnature of such information, to be inappropriate for such disclosure shall not constitute, or omit be deemed to state any material fact necessary to make constitute, a breach of this Section 7.09(a) if the statements thereinrelevant Governmental Authority does not agree, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree prior to any condition or restriction or take any action or commit such disclosure, to take any action if accord confidential treatment to such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)information. Each of United Nortel Networks and CBTC the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions Transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions Transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions Transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority; provided, however that nothing in this Section 7.09(b) shall require the release by Nortel Networks or Nortel Networks LLC of internal or otherwise confidential information. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 7.09(a) and (b), if any objections are asserted with respect to the Transactions contemplated by this Agreement under any Regulatory Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the Transactions contemplated by this Agreement as violative of any Regulatory Law, each of Nortel Networks and the Company shall use its reasonable efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such Transactions under such Regulatory Law so as to permit consummation of the Transactions contemplated by this Agreement, and if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of Nortel Networks and the Company shall cooperate in all respects with each other and use its respective reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and prohibits, prevents or restricts consummation of the Transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.09 shall limit a party's rights under Sections 8.01(b) and 9.01(d) so long as such party has theretofore complied in all respects with its obligations under this Section 7.09. (d) Nothing contained in this Section 7.09 shall require the Company or Newco or any of their respective Subsidiaries to sell or otherwise dispose of, or to hold separately, or permit the sale or other disposition of, any assets of Newco, the Company or their respective Subsidiaries, or require Newco to refrain from exercising full authority over the Company and its Subsidiaries after the Effective Time, whether as a condition to obtaining any approval from a Governmental Authority or any other Person or for any other reason.

Regulatory Applications. (a) United Each of Parent, Bank, ARB and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) AR Bank shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will(other than the SEC) shall be made by Parent or Bank, at as the respective time such filing is made be false or misleading with respect to case may be, as soon as reasonably practicable after the execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within thirty (30) days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information and except for information submitted on a confidential basis to a Regulatory Authority by Parent or Bank, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United Parent and CBTC ARB shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Regulatory Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of notices or other communications received by Parent, Bank, ARB or AR Bank, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, providing descriptions of any oral communications from such Persons). In furtherance and not in limitation of the foregoing, each of Parent and ARB shall use its reasonable best efforts to (i) promptly advise CBTC of avoid the receipt of entry of, or to have vacated, lifted, reversed or overturned any substantive communication from a Governmental Authority with respect to decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the transactions contemplated hereby Closing, and (ii) provide CBTC with a reasonable opportunity avoid or eliminate each and every impediment so as to participate in enable the preparation Closing to occur as soon as possible. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or ARB or any of their respective Subsidiaries, and neither Parent nor ARB nor any response thereto and of their respective Subsidiaries shall be permitted (without the preparation written consent of the other party), to take any other substantive submission action, or communication commit to take any action, or agree to any condition or restriction, in connection with the foregoing or obtaining any permits, consents, approvals and authorizations of Governmental Authority with respect Authorities that would reasonably be likely to have a material adverse effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofMerger. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders or shareholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or and/or Governmental Authority.

Regulatory Applications. (a) United The Acquiror and CBTC the Company and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement Agreement. The Acquiror and (b) covenant and agree that none of the information supplied Company will promptly file applications, notices or other materials required to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings filed with Governmental Authorities will, at the respective time such filing is made be false or misleading by applicable law in connection with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under and promptly file any applicable law, regulation or decree, additional information requested as soon as practicable after receipt of request thereof; PROVIDED that each party shall duly file such filings (including agreeing to divest any assets, deposits, lines of the Proxy Statement in preliminary form) no later than 25 business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or days after the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)date HEREOF. Each of United and CBTC The Acquiror shall have the right to review in advance, and to the extent practicable each will to consult with the otherCompany, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Acquiror agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days practicable. Each of the date of this Agreement. Each party hereto Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals registrations, approvals, permits and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party of the Acquiror and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) United and CBTC Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries and affiliates, as applicable, (a) subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within ninety (90) days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the West Virginia Division of Banking and the Department, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United Buyer and CBTC Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agreesshall, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (aA) United and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) BHC shall cooperate and use their respective its reasonable best efforts to prepare and deliver for filing, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and Governmental and/or Regulatory Authorities necessary in order to consummate the Merger and the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect forwarded to the Merger under any Regulatory Authorities shall be made by BHC within sixty (60) days after the execution hereof, and the Bank shall cooperate in such preparation and filing. Subject to applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome laws relating to the businessexchange of information, operations, financial condition or results each of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United BHC and CBTC the Bank shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental and/or Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of applications filed with, and notices or other communications received by BHC or the Bank, as the case may be, from any third party upon receiving any communication from a Governmental and/or Regulatory Authority the consent or approval of which is required for the consummation of with respect to the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”Agreement). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (bB) Each party agrees, upon request, to furnish to the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental and/or Regulatory Authority.

Regulatory Applications. (a) United Nortel Networks and CBTC the Company and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare all documentation, to effect all filings (including, without limitation, filings under the XXX Xxx, xxx Xxxxxxxxxx Xxx (Xxxxxx) and the Competition Act (Canada)) and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (bii) covenant and agree that none of to cause the information supplied or Merger to be supplied by such party and any of its Subsidiaries and affiliates, consummated as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)expeditiously as reasonably practicable. Each of United Nortel Networks and CBTC the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 6.10(a) and (b), if any objections are asserted with respect to the transactions contemplated by this Agreement under any Regulatory Law or if any suit is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by this Agreement as violative of any Regulatory Law, each of Nortel Networks and the Company shall use its reasonable best efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Regulatory Law so as to permit consummation of the transactions contemplated by this Agreement, and if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of Nortel Networks and the Company shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.10 shall limit a party's rights under Sections 7.01(b) and 8.01(d) so long as such party has theretofore complied in all respects with its obligations under this Section 6.10. (d) Nothing contained in this Agreement shall require Nortel Networks or any of its Subsidiaries to sell or otherwise dispose of, or to hold separately, or permit the sale or other disposition of, any assets of Nortel Networks, the Company or their respective Subsidiaries, or require Nortel Networks to refrain from exercising full authority over the Company and its Subsidiaries after the Effective Time, whether as a condition to obtaining any approval from a Governmental Authority or any other Person or for any other reason.

Regulatory Applications. (a) United Each of RBB Bancorp, RBB, TFC and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Bank shall cooperate and use their respective reasonable best efforts to prepare and file, or cause to be filed, all documentation, to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the TFC Merger, the RBB Bancorp Merger, the RBB Merger, or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party Agreement; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities willshall be made by RBB Bancorp or RBB as soon as reasonably practicable after the execution hereof, at but in no event later than forty-five (45) days after the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light date of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United RBB Bancorp, RBB, TFC and CBTC the Bank shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or and/or any Governmental Authority in connection with the TFC Merger, the RBB Bancorp Merger, the RBB Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of notices or other communications received by RBB, TFC or the Bank, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for TFC Merger, the consummation of RBB Bancorp Merger, the RBB Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”Agreement). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party parties with all information known to it (which Knowledge shall be deemed to include Knowledge which could be acquired after reasonable due inquiry) concerning itself, its Subsidiaries, directors, advisory directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries parties to any third party or Governmental Authority.

Regulatory Applications. (ai) United As soon as reasonably practicable, but in any event no later than fifteen (15) Business Days after the Execution Date, the Parties shall jointly file such applications and CBTC other documents as may be necessary or advisable to obtain the Communications Consents (the “Communications Consent Applications”). Each party shall provide the other Parties with all information reasonably necessary for the preparation of such applications on a timely basis, including those portions of such applications which are required to be completed by each Party. In addition, the Parties shall cooperate to make any notice filings required in connection with this matter on a timely basis and their respective Subsidiaries to assist in the process of obtaining such approvals for the transaction. (ii) Subject to the terms and affiliatesconditions of this Merger Agreement, as applicableeach of the Parties shall use commercially reasonable efforts to (A) prosecute the Communications Consent Applications, (aB) furnish as promptly as practicable to the relevant Governmental Authority processing any such application any documents, materials or other information requested by it, (C) oppose any third-party objections to such applications, and (D) take promptly, or cause to be taken promptly, all other actions and do, or cause to be done, all other things necessary, proper or advisable in order to obtain the Communications Consents as expeditiously as practicable. (iii) The Parties shall cooperate and use their respective commercially reasonable best efforts to prepare all documentation, (A) promptly notify the other Parties of any material communication to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and that Party from any Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied Authority or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading other Party with respect to any material factCommunications Consent Applications, or omit to state any material fact necessary to make the statements therein, in light (B) permit a representative of the circumstances under which they are made not misleading. Each other Parties reasonably acceptable to the first Party shall use its reasonable efforts to resolve objections, if any, which may be asserted attend and participate in substantive meetings (telephonic or otherwise) with any Governmental Authority with respect to any Communications Consent Application, and (C) permit the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall have the right other Party to review in advance, and to the extent practicable each will consult with the otheras reasonable, in each case subject to applicable laws relating to the exchange of information, with respect to, all material any proposed written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to any Communications Consent Applications. Each Party shall notify the transactions contemplated hereby and other in the event it becomes aware of any other facts, actions, communications or occurrences that reasonably could be expected to review any such response, submission or communication prior adversely affect the ability to obtain expeditiously the filing or submission thereofCommunications Consents. (biv) Each party agreesIn the event there are any petitions for reconsideration, upon requestapplications for review, appeals or similar filings made seeking to furnish overturn the grant of the Communications Consents, or if the FCC or Industry Canada seeks to reconsider such grant on its own motion, then the Parties shall cooperate in all reasonable respects with each other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and shall use their respective commercially reasonable efforts to defend the applicable grants against such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authorityactions.

Regulatory Applications. (a) United Each of RBB Bancorp, RBB, PGB and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Bank shall cooperate and use their respective reasonable best efforts to prepare and file, or cause to be filed, all documentation, to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the PGB Merger, the RBB Bancorp Merger, the RBB Merger, or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party Agreement; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities willshall be made by RBB Bancorp or RBB as soon as reasonably practicable after the execution hereof, at but in no event later than forty-five (45) days after the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light date of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United RBB Bancorp, RBB, PGB and CBTC the Bank shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or and/or any Governmental Authority in connection with the PGB Merger, the RBB Bancorp Merger, the RBB Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of notices or other communications received by RBB Bancorp, RBB, PGB or the Bank, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for PGB Merger, the consummation of RBB Bancorp Merger, the RBB Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”Agreement). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party parties with all information known to it (which Knowledge shall be deemed to include Knowledge which could be acquired after reasonable due inquiry) concerning itself, its Subsidiaries, directors, advisory directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries parties to any third party or Governmental Authority.

Regulatory Applications. (a) United Parkway, Skyline and CBTC GSB and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare as soon as reasonably practicable all documentation, documentation and to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (bii) covenant to obtain all permits, consents, approvals and agree that none authorizations of the information supplied or to be supplied by such party all third parties, Regulatory Authorities and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make consummate the statements therein, in light of the circumstances under which they are made not misleadingtransactions contemplated by this Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Parkway shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 7.01(b). Each of United Parkway and CBTC GSB shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, advance all material written information submitted to any third party party, Regulatory Authority or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties parties, Regulatory Authorities and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “"Regulatory Communication”"). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Parkway shall, to the extent permitted by applicable law, law (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and GSB, (ii) provide CBTC GSB with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority or Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide GSB with the opportunity to participate in any meetings or substantive telephone conversations that Parkway may have from time to time with any Regulatory Authority or Governmental Authority with respect to the transactions contemplated by this Agreement. (ba) Each party agrees, upon request, unless prohibited by applicable law, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Regulatory Authority or Governmental Authority.

Regulatory Applications. (a) United Each of Parent, Bank and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) Napa shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all -42- permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will(other than the SEC) shall be made by Parent or Bank, at as the respective time such filing is made be false or misleading with respect to case may be, as soon as reasonably practicable after the execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within thirty (30) days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information and except for information submitted on a confidential basis to a Regulatory Authority by Parent or Bank, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United Parent and CBTC Napa shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Regulatory Authority in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of notices or other communications received by Parent, Bank or Napa, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority the consent or approval of which is required for the consummation of with respect to the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, (i) promptly advise CBTC of the receipt providing descriptions of any substantive communication oral communications from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofPersons). (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders or shareholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or and/or Governmental Authority.

Regulatory Applications. (a) United OVBC and CBTC MB and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare allow OVBC to prepare, submit and file all documentationapplications and requests for regulatory approval as promptly as practicable, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United OVBC and CBTC MB shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. Notwithstanding the foregoing, including advising the other party upon receiving MB shall not have any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated right to review and/or inspect any proprietary information submitted by this Agreement that causes such party OVBC to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect a request for confidential treatment, including, but not limited to, any business plan and/or financial data or analysis prepared by OVBC in relation to such consents, approvals and/or authorizations from the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofRegulatory Authorities. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) United and CBTC Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries and affiliates, as applicable, (a) subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within ninety (90) days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the WVDFI and the Department, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event that are necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United Buyer and CBTC Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agreesshall, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority or Regulatory Authority.

Regulatory Applications. (a) United CCFNB and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) CFC shall cooperate and use their respective reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary to consummate the transactions contemplated by this Agreement Plan, and (b) covenant CCFNB and agree that none of CFC shall make all necessary regulatory filings as soon as reasonably possible after the information supplied or to be supplied by such party date hereof. CCFNB and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party CFC shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall each have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations (collectively, "Approvals") of all third parties and Governmental Authorities Entities necessary or advisable to consummate the transactions contemplated by this Plan and the Bank Merger Agreement and each party will keep the other party apprised appraised of the status of material matters relating to such Approvals and completion of the transactions contemplated herebyhereby or thereby. Notwithstanding the foregoing, including advising nothing contained herein shall be deemed to require a party to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the other foregoing permits, consents, approvals and authorizations, that would reasonably be expected to have a material adverse effect (measured on a scale relative to a party upon receiving any communication from and its subsidiaries taken as a Governmental Authority whole) on CCFNB, CFC or the consent or approval of which is required for the consummation of the Merger Surviving Corporation to this Plan and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed Bank Merger (a “"Materially Burdensome Regulatory Communication”Condition"). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries subsidiaries with or to any third party or Governmental AuthorityEntity.

Regulatory Applications. (a) United Each of Parent and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will, at shall be made by Parent as soon as reasonably practicable after the respective time such filing is made be false or misleading with respect execution hereof. Subject to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Parent and the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Company shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto such Parties agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party Party hereto agrees that it will shall consult with the other party Party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will Party shall keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of the non-confidential portions of notices or other communications received by Parent or the Company, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory CommunicationAgreement, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, (i) promptly advise CBTC of the receipt providing descriptions of any substantive communication oral communications from such Persons). Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to have a Governmental Authority with respect Material Adverse Effect on the Parent (measured on a scale relative to the transactions contemplated hereby and (iiCompany) provide CBTC with or a reasonable opportunity to participate in Material Adverse Effect on the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofCompany. (b) Each party Party agrees, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries Party to any third party or and/or Governmental Authority.

Regulatory Applications. (a) United Buyer and CBTC PSC and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none within 45 days after the date of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleadingthis Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Buyer shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 7.01(b). Each of United Buyer and CBTC PSC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Buyer shall, to the extent permitted by applicable law, (ilaw xxxvi) promptly advise CBTC PSC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (iihereby, xxxvii) provide CBTC PSC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and xxxviii) provide PSC with the opportunity to participate in any meetings or substantive telephone conversations that Buyer or its Subsidiaries or their respective representatives may have from time to time with any Governmental Authority with respect to the transactions contemplated by this Agreement. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.

Regulatory Applications. (a) United and CBTC Bay Banks, Virginia BanCorp and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare within 60 days of the date of this Agreement all documentation, documentation and to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (bii) covenant to obtain all permits, consents, approvals and agree that none authorizations of the information supplied or to be supplied by such party all third parties, Regulatory Authorities and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make consummate the statements therein, in light of the circumstances under which they are made not misleadingtransactions contemplated by this Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Bay Banks shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 8.01(b). Each of United Virginia BanCorp and CBTC Bay Banks shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, advance all material written information submitted to any third party party, Regulatory Authority or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties parties, Regulatory Authorities and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Bay Banks shall, to the extent permitted by applicable law, law (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority.Virginia BanCorp,

Regulatory Applications. (a) United BB and CBTC MCB and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare and execute all documentationdocumentation (including, in the case of BB, such documentation on behalf of BB Bank as may be necessary in connection with the Bank Merger), to effect all filings filings, and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement Agreement, including, without limitation, any such approvals or authorizations required by the Federal Reserve Board, the DFI, the FDIC and the regulatory authorities of the states and foreign jurisdictions in which MCB, BB and their respective Subsidiaries operate, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations, and (biii) covenant and agree that none of to cause the information supplied or Reorganization to be supplied by such party and any of its Subsidiaries and affiliates, consummated as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect expeditiously as practicable. BB agrees to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable best efforts to resolve objections, if any, which may file the requisite applications to be asserted filed by it with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Federal Reserve Board and the taking of such action would, in the reasonable good faith judgment regulatory authorities of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, states and foreign jurisdictions in which MCB and its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Subsidiaries operate as promptly as practicable. Each of United BB and CBTC MCB shall have the right to review in advance, and and, to the extent practicable practicable, each will consult with the other, in each case case, subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority Regulatory Authorities in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party parties apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Joint Proxy Statement or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental AuthorityRegulatory Authority in connection with the transactions contemplated hereby.