Common use of Regulatory Matters and Consents Clause in Contracts

Regulatory Matters and Consents. (a) Niagara Bancorp and Lockport Savings will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF will furnish Niagara Bancorp with all information concerning CNYF and CNYF Subsidiaries as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp will furnish CNYF with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorp. (e) CNYF and Niagara Bancorp will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Xxxxxx Bancorp and Lockport Savings Xxxxxx Federal will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities Approvals necessary or advisable to consummate the transactions contemplated by this Agreement. The information supplied, or to be supplied, by Xxxxxx Bancorp or Xxxxxx Federal for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects. (b) CNYF Innes Street will furnish Niagara Gaston Bancorp with all information concerning CNYF Innes Street and CNYF Subsidiaries Citizens Bank as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Xxxxxx Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. The information supplied, or to be supplied, by Innes Street for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. (c) Niagara Xxxxxx Bancorp and CNYF Innes Street will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority Authority, and notice of material oral communications with the Regulatory Authorities, in respect of the transactions contemplated hereby, except information which that is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all Regulatory Approvals and other necessary permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Xxxxxx Bancorp will furnish CNYF Innes Street with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Innes Street a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara BancorpXxxxxx Bancorp and (iii) copies of all Regulatory Reports filed by Xxxxxx Bancorp after the date hereof. (e) CNYF Innes Street and Niagara Bancorp Citizens Bank, and Xxxxxx Bancorp, will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Xxxxxx Bancorp or CNYF Innes Street to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp FBKP and Lockport Savings PSB shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, which Prospectus/Proxy Statement shall conform to all applicable legal requirements. PSB shall, as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and FBKP and PSB shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. PSB will advise FBKP, promptly after PSB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. PSB shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. PSB will provide FBKP with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as FBKP may reasonably request. (b) PSB and FBKP will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (bc) CNYF FBKP will furnish Niagara Bancorp PSB with all information concerning CNYF FBKP and CNYF FBKP Subsidiaries as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Niagara Bancorp PSB to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (cd) Niagara Bancorp PSB and CNYF FBKP shall have the right to review in advance, and to the extent practicable each will promptly furnish each consult with the other on, all information which appears in any filing made with copies of all material or written communications tomaterials submitted to the SEC, or received by them from any Regulatory Authority or any third party in respect of connection with the transactions contemplated herebyby this Agreement. In exercising the foregoing right, except information which is filed by either party which is designated each of the parties hereto shall act reasonably and as confidential. (d) promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated by this Agreement and Regulatory Authorities. Niagara Bancorp each party will furnish CNYF with (i) copies keep the other apprised of all Applications prior the status of matters relating to filing with any Regulatory Authority completion of the transactions contemplated hereby and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorpthereby. (e) CNYF PSB will promptly furnish FBKP with copies of all Applications and Niagara Bancorp will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary written communications to, or advisable in connection with received by PSB or any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to PSB Subsidiary from, any Regulatory Authority in connection with respect of the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the otherhereby.

Regulatory Matters and Consents. (a) Niagara Bancorp FLC and Lockport Savings Patriot shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and to be filed with the SEC by Patriot and FLC on behalf of the Holding Company. The Registration Statement shall conform to all applicable legal requirements. Patriot shall, as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and FLC and Patriot shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Patriot will advise FLC, promptly after Patriot receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Patriot shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Patriot will provide FLC with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as FLC may reasonably request. (b) Patriot and FLC will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (bc) CNYF Each party will furnish Niagara Bancorp the other with all information concerning CNYF itself and CNYF its Subsidiaries as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Niagara Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (cd) Niagara Bancorp Patriot and CNYF FLC shall have the right to review in advance, and each will promptly furnish each consult with the other on, all information which appears in any filing made with copies of all material or written communications tomaterials submitted to the SEC, or received by them from any Regulatory Authority or any third party in respect of connection with the transactions contemplated herebyby this Agreement. In exercising the foregoing right, except information which is filed by either party which is designated each of the parties hereto shall act reasonably and as confidential. (d) promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated by this Agreement and Regulatory Authorities. Niagara Bancorp each party will furnish CNYF with (i) copies keep the other apprised of all Applications prior the status of matters relating to filing with any Regulatory Authority completion of the transactions contemplated hereby and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorpthereby. (e) CNYF and Niagara Bancorp Each party will cooperate with each other in the foregoing matters and will promptly furnish the responsible party other with copies of all information concerning it Applications and its subsidiaries as may be necessary other written communications to, or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to received from, any Regulatory Authority in connection with respect of the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the otherhereby.

Regulatory Matters and Consents. (a) Niagara Bancorp PSB and Lockport Savings JADE will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF JADE will furnish Niagara Bancorp PSB with all information concerning CNYF and CNYF Subsidiaries JADE as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp PSB to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF PSB will promptly furnish each other JADE with copies of all material written communications to, or received by them from PSB or any PSB Subsidiary from, any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp PSB will furnish CNYF JADE with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF JADE a reasonable opportunity to provide suggest changes to such Applications, which suggested changes PSB may, in its reasonable discretion accept or reject. JADE and (ii) copies of all Applications filed by Niagara BancorpPSB will jointly prepare the Registration Statement prior to filing with the Securities and Exchange Commission and provide each other a reasonable opportunity to suggest changes to the Registration Statement, which suggested changes. (e) CNYF and Niagara Bancorp Each party will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Registration Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party the parties will provide certificates and other documents reasonably requested by the otherrequested.

Regulatory Matters and Consents. (a) Niagara Bancorp Heritage and Lockport Savings BCB shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and to be filed by BCB and Heritage on behalf of the Holding Company with the SEC in the Registration Statement, which Prospectus/Proxy Statement shall conform to all applicable legal requirements. BCB shall, as promptly and as practicable following the preparation thereof, file the Registration Statement with the SEC and Heritage and BCB shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly and as practicable after such filing. BCB will advise Heritage, promptly after BCB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. BCB shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. BCB will provide Heritage with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as Heritage may reasonably request. (b) BCB and Heritage will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (bc) CNYF Each party will furnish Niagara Bancorp the other with all information concerning CNYF itself and CNYF its Subsidiaries as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Niagara Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (cd) Niagara Bancorp BCB and CNYF Heritage shall have the right to review in advance, and each will promptly furnish each consult with the other on, all information which appears in any filing made with copies of all material or written communications tomaterials submitted to the SEC, or received by them from any Regulatory Authority or any third party in respect of connection with the transactions contemplated herebyby this Agreement. In exercising the foregoing right, except information which is filed by either party which is designated each of the parties hereto shall act reasonably and as confidential. (d) promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated by this Agreement and Regulatory Authorities. Niagara Bancorp each party will furnish CNYF with (i) copies keep the other apprised of all Applications prior the status of matters relating to filing with any Regulatory Authority completion of the transactions contemplated hereby and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorpthereby. (e) CNYF and Niagara Bancorp Each party will cooperate with each other in the foregoing matters and will promptly furnish the responsible party other with copies of all information concerning it Applications and its subsidiaries as may be necessary other written communications to, or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to received from, any Regulatory Authority in connection with respect of the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the otherhereby.

Regulatory Matters and Consents. (a) Niagara Bancorp Graystone and Lockport Savings Tower shall promptly prepare a Joint Proxy Statement/Prospectus to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and to be filed with the SEC by Tower. Tower shall prepare a Registration Statement. The Registration Statement shall conform to all applicable legal requirements. Tower shall, as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and Tower shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Tower and Graystone shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (b) Tower and Graystone will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (bc) CNYF Each party will furnish Niagara Bancorp the other with all information concerning CNYF itself and CNYF its Subsidiaries as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Niagara Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (cd) Niagara Bancorp Tower and CNYF Graystone shall have the right to review in advance, and each will promptly furnish each consult with the other on, all information which appears in any filing made with copies of all material or written communications tomaterials submitted to the SEC, or received by them from any Regulatory Authority or any third party in respect of connection with the transactions contemplated herebyby this Agreement. In exercising the foregoing right, except information which is filed by either party which is designated each of the parties hereto shall act reasonably and as confidential. (d) promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated by this Agreement and Regulatory Authorities. Niagara Bancorp each party will furnish CNYF with (i) copies keep the other apprised of all Applications prior the status of matters relating to filing with any Regulatory Authority completion of the transactions contemplated hereby and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorpthereby. (e) CNYF and Niagara Bancorp Each party will cooperate with each other in the foregoing matters and will promptly furnish the responsible party other with copies of all information concerning it Applications and its subsidiaries as may be necessary other written communications to, or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to received from, any Regulatory Authority in connection with respect of the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the otherhereby.

Regulatory Matters and Consents. (a) Niagara Bancorp Cheviot Financial and Lockport Cheviot Savings Bank will prepare all Applications, make all filings, and pay all filing fees for all Regulatory Approvals necessary or advisable to consummate the transactions contemplated by this Agreement (except that First Franklin and Franklin Savings shall prepare any and all Applications and make all other documents requested pursuant to or required by any Regulatory Agreement to which First Franklin or Franklin Savings is subject and First Franklin shall prepare and file its Proxy Statement and any other filings for, required by the SEC); and Cheviot Financial and Cheviot Savings Bank will use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities Approvals necessary or advisable to consummate the transactions contemplated by this Agreement. The information supplied, or to be supplied, by Cheviot Financial or Cheviot Savings Bank for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects. (b) CNYF First Franklin will furnish Niagara Bancorp Cheviot Financial with all information concerning CNYF First Franklin and CNYF Subsidiaries Franklin Savings as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Cheviot Financial to any Regulatory Authority in connection with the transactions contemplated by this Agreement. The information supplied, or to be supplied, by First Franklin for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects, Cheviot Financial will furnish to First Franklin all information concerning Cheviot Financial and Cheviot Savings Bank as may be necessary or advisable in connection with the Proxy Statement and any Application filed by First Franklin. This information supplied, or to be supplied, by Cheviot Financial for inclusion in the Proxy Statement or other Application will, at the time such documents are filed, be accurate and complete in all material respects. (c) Niagara Bancorp Cheviot Financial and CNYF First Franklin will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority Authority, and notice of material oral communications with the Regulatory Authorities, in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will regularly consult with each other with respect to the obtaining of all Regulatory Approvals and other necessary permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Cheviot Financial will furnish CNYF First Franklin with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF a reasonable opportunity to provide changes to such ApplicationsAuthority, and (ii) copies of all Applications filed by Niagara BancorpCheviot Financial and (iii) copies of all Regulatory Reports filed by Cheviot Financial after the date hereof. (e) CNYF First Franklin and Niagara Bancorp Franklin Savings, and Cheviot Financial, will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed by First Franklin with the SEC) made by or on behalf of Niagara Bancorp Cheviot Financial or CNYF First Franklin to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other. (f) First Franklin shall, within 15 calendar days of the end of each calendar month, provide to Cheviot Financial the Interim Monthly Income Statement with respect to such calendar month. First Franklin shall accrue the Interim Loan Loss Provision with respect to any month such that the Interim Loan Loss Provision is reflected on the Interim Monthly Income Statement for that month.

Regulatory Matters and Consents. (a) Niagara Bancorp Except for the WHG Proxy Statement, BCSB and Lockport Savings Baltimore County Bank will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF Heritage Bank will furnish Niagara Bancorp Baltimore County Bank with all information concerning CNYF Heritage Bank and CNYF the Heritage Bank Subsidiaries as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Baltimore County Bank or BCSB to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp Baltimore County Bank, BCSB and CNYF WHG, and Heritage Bank will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which that is filed by either party party, which is designated designated, as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Baltimore County Bank and BCSB will furnish CNYF WHG and Heritage Bank with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Heritage Bank a reasonable opportunity to provide changes to such Applications, Applications and (ii) copies of all Applications filed by Niagara Bancorpfiled. (e) CNYF Heritage Bank, WHG, Baltimore County Bank and Niagara Bancorp BCSB will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SECStatement) made by or on behalf of Niagara Bancorp Baltimore County Bank, BCSB, WHG or CNYF Heritage Bank to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp Xxxxxx and Lockport Savings Xxxxxxxx shall prepare a Prospectus/Proxy Statement to be mailed to shareholders of Xxxxxx in connection with the meeting of shareholders of Xxxxxx to consider and approve the transactions contemplated hereby, and to be filed by Franklin with the SEC in the Registration Statement, which Prospectus/Proxy Statement shall conform to all applicable legal requirements. Xxxxxx shall prepare and furnish such information relating to it and its directors, officers, and shareholders, and obtain and furnish appropriate opinions, consents and letters from its financial advisor and independent registered public accounting firm, as may be required in connection with the Registration Statement and Prospectus/Proxy Statement. Franklin shall, following the preparation thereof, file the Registration Statement with the SEC and Xxxxxx and Xxxxxxxx shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Franklin will advise Xxxxxx, promptly after Franklin receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Franklin shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Franklin will provide Xxxxxx with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as Xxxxxx may reasonably request. (b) Franklin and Xxxxxx will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate complete the transactions contemplated by this Agreement. (bc) CNYF Xxxxxx will furnish Niagara Bancorp Franklin with all information concerning CNYF and CNYF Subsidiaries Xxxxxx as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Niagara Bancorp Franklin to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp Agreement and CNYF will promptly furnish each other with copies the Bank Plan of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidentialMerger. (d) Franklin and Xxxxxx shall have the right to review in advance, and to the extent practicable each will consult with the other on, all information which appears in any filing made with or written materials submitted to the SEC, any Regulatory Authority or any third party in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated by this Agreement and Regulatory Authorities. Niagara Bancorp the Bank Plan of Merger and each party will furnish CNYF with (i) copies keep the other apprised of all Applications prior the status of matters relating to filing with any Regulatory Authority completion of the transactions contemplated hereby and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorpthereby. (e) CNYF and Niagara Bancorp Each party will cooperate with each other in the foregoing matters and will promptly furnish the responsible other party with copies of all information concerning written communications to, or received by it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to Subsidiary from, any Regulatory Authority in connection with respect of the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the otherhereby.

Regulatory Matters and Consents. (a) Niagara Bancorp Sovereign and Lockport Savings Bankers will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF Bankers will furnish Niagara Bancorp Sovereign with all information concerning CNYF Bankers and CNYF Bankers Subsidiaries as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Sovereign to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF Sovereign will promptly furnish each other Bankers with copies of all material written communications to, or received by them from Sovereign or any Sovereign Subsidiary from, any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party Sovereign which is designated as confidentialconfidential or contains an earnings projection. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Sovereign will furnish CNYF Bankers with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Bankers a reasonable opportunity to provide suggest changes to such Applications, and which suggested changes Sovereign may, in its reasonable discretion accept or reject, (ii) copies of all Applications filed by Niagara BancorpSovereign and (iii) copies of all documents filed by Sovereign under the Securities Exchange Act of 1934, as amended. (e) CNYF and Niagara Bancorp Bankers will cooperate with each other Sovereign in the foregoing matters and will furnish the responsible party Sovereign with all information concerning it Bankers and its subsidiaries Bankers Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Registration Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF Sovereign to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party Bankers will provide certificates and other documents reasonably requested by the otherSovereign.

Regulatory Matters and Consents. (a) Niagara Sound Federal Bancorp and Lockport Savings Sound Federal will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF PFC will furnish Niagara Sound Federal Bancorp with all information concerning CNYF PFC and CNYF PFC Subsidiaries as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Sound Federal Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Sound Federal Bancorp and CNYF PFC will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Sound Federal Bancorp will furnish CNYF PFC with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF PFC a reasonable opportunity to provide changes to such Applications, Applications and (ii) copies of all Applications filed by Niagara Sound Federal Bancorp. (e) CNYF PFC and Niagara Sound Federal Bancorp will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Sound Federal Bancorp or CNYF PFC to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp and Lockport Savings will Northwest will, in consultation with Skibo, prepare all Applications (other than the Stockholder Proxx Xxatement and, if necessary, the Member Proxy Statement) and make all filings for, and use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities or other Persons necessary or advisable to consummate the transactions contemplated by this Agreement. Northwest shall file the Applications within forty-five (45) days of the date of this Agreement, or as soon as practicable thereafter. (b) CNYF Skibo will furnish Niagara Bancorp Northwest with all information concerning CNYF and CNYF Subsidiaries as Skibx xx may be necessary or advisable in connection with any Application Apxxxxxtion or filing made by or on behalf of Niagara Bancorp Northwest to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp Northwest and CNYF Skibo will promptly furnish each the other with copies of all material written xxxxten communications to, or received by them from any Regulatory Authority in respect of regarding the transactions contemplated hereby, except for information which is filed by either party which that is designated as confidential. (d) Northwest will use its best efforts to obtain all necessary regulatory approvals to effectuate the transactions contemplated by this Agreement and related exhibits and appendices. (e) Skibo will use its best efforts to cooperate with Northwest tx xxxain all necessary regulatory approvals to effectuate the transactions contemplated by this Agreement and related exhibits and appendices. (f) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Northwest will furnish CNYF Skibo Financial and its counsel with (i) copies of all Applications prior xxxxx to filing with any Regulatory Authority and provide CNYF Skibo Financial a reasonable opportunity to provide changes to such Applicationssucx Xxplications, and (ii) copies of all Applications filed by Niagara BancorpNorthwest. (eg) CNYF Skibo and Niagara Bancorp Northwest will cooperate with each other in the foregoing matters foregoinx xxxters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp Northwest or CNYF Skibo to any Regulatory Authority in connection with the transactions transaxxxxxs contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other. (h) If any (i) Regulatory Authority objects to a term or condition set forth in this Agreement, and (ii) that term or condition is modified to the satisfaction of the Regulatory Authority or is eliminated in order to satisfy the Regulatory Authority, and (iii) such modification or elimination would cause a reduction in benefits to the party for whom the term or condition was meant to benefit, then the parties shall use their best efforts to enter into an alternative arrangement so that such benefits are not reduced, provided such alternative arrangement is permissible under applicable law and is not disapproved by any Regulatory Authority and provided further that such alternative arrangement shall not be more costly than the original benefit that has been or would be reduced as a result of an objection by a Regulatory Authority.

Regulatory Matters and Consents. (a) Niagara Bancorp Granite State and Lockport Savings Primary Bank will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF Primary Bank will furnish Niagara Bancorp Granite State with all information concerning CNYF Primary Bank and CNYF Primary Bank Subsidiaries as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Granite State to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp Granite State and CNYF Primary Bank will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Granite State will furnish CNYF Primary Bank with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Primary Bank a reasonable opportunity to provide suggest changes to such Applications, and which suggested changes Granite State may, in its reasonable discretion accept or reject, (ii) copies of all Applications filed by Niagara BancorpGranite State and (iii) copies of all documents filed by Granite State under the Securities Exchange Act of 1934, as amended. (e) CNYF and Niagara Bancorp Primary Bank will cooperate with each other Granite State in the foregoing matters and will furnish the responsible party Granite State with all information concerning it Primary Bank and its subsidiaries Primary Bank Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Registration Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF Granite State to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party Primary Bank will provide certificates and other documents reasonably requested by the otherGranite State.

Regulatory Matters and Consents. (a) Niagara Bancorp Sovereign and Lockport Savings Carnegie will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF Carnegie will furnish Niagara Bancorp Sovereign with all information concerning CNYF Carnegie and CNYF Carnegie Subsidiaries as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Sovereign to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF Sovereign will promptly furnish each other Carnegie with copies of all material written communications to, or received by them from Sovereign or any Sovereign Subsidiary from, any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party Sovereign which is designated as confidentialconfidential or contains an earnings projection. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Sovereign will furnish CNYF Carnegie with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Carnegie a reasonable opportunity to provide suggest changes to such Applications, and which suggested changes Sovereign may, in its reasonable discretion accept or reject, (ii) copies of all Applications filed by Niagara BancorpSovereign and (iii) copies of all documents filed by Sovereign under the Securities Exchange Act of 1934, as amended. (e) CNYF and Niagara Bancorp Carnegie will cooperate with each other Sovereign in the foregoing matters and will furnish the responsible party Sovereign with all information concerning it Carnegie and its subsidiaries Carnegie Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Registration Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF Sovereign to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party Carnegie will provide certificates and other documents reasonably requested by the otherSovereign.

Regulatory Matters and Consents. (a) Niagara Bancorp and Lockport Savings First Niagara will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF IROQ will furnish Niagara Bancorp with all information concerning CNYF IROQ and CNYF IROQ Subsidiaries as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF IROQ will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp will furnish CNYF IROQ with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF IROQ a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorp. (e) CNYF IROQ and Niagara Bancorp will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF IROQ to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Within 45 days of the date hereof, Northwest MHC, Northwest Bancorp and Lockport Northwest Savings Bank will prepare all Applications and Applications, make all filings forfilings, and pay all filing fees for all Regulatory Approvals necessary or advisable to consummate the transactions contemplated by this Agreement; Northwest MHC, Northwest Bancorp and Northwest Savings Bank will each use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities Approvals necessary or advisable to consummate the transactions contemplated by this Agreement. The information supplied, or to be supplied, by Northwest MHC, Northwest Bancorp and Northwest Savings Bank for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects. (b) CNYF Equinox Financial and Equinox will furnish Niagara Northwest Bancorp with all information concerning CNYF Equinox Financial and CNYF Subsidiaries Equinox as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Northwest Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. The information supplied, or to be supplied, by Equinox Financial and Equinox for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. (c) Niagara Northwest Bancorp and CNYF Equinox Financial will promptly furnish each other with copies of all material written communications to, or received by them from from, any Regulatory Authority Authority, and notice of material oral communications with the Regulatory Authorities, in respect of the transactions contemplated hereby, except information which that is filed by either party which that is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all Regulatory Approvals and other necessary permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Northwest Bancorp will furnish CNYF Equinox Financial with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Equinox Financial a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Northwest Bancorp, (iii) copies of all Northwest Bancorp Regulatory Reports after the date hereof, and (iv) copies of all correspondence received or sent to Regulatory Authorities in connection with such Applications. (e) CNYF Equinox Financial and Niagara Bancorp Equinox and Northwest Bancorp, will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Northwest Bancorp or CNYF Equinox Financial to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Pocahontas Bancorp and Lockport Savings FCB will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF Marked Tree Bancshares will furnish Niagara Pocahontas Bancorp with all information concerning CNYF Marked Tree Bancshares and CNYF Marked Tree Bancshares Subsidiaries as may be reasonably necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Pocahontas Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Pocahontas Bancorp and CNYF Marked Tree Bancshares will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Pocahontas Bancorp will furnish CNYF Marked Tree Bancshares with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Marked Tree Bancshares a reasonable opportunity to provide changes to such ApplicationsApplications and approve any information included therein with respect to Marked Tree Bancshares, and (ii) copies of all Applications filed by Niagara BancorpPocahontas Bancorp and (iii) copies of all documents filed by Pocahontas Bancorp under the Exchange Act or the Securities Act. (e) CNYF and Niagara Bancorp Marked Tree Bancshares will cooperate with each other Pocahontas Bancorp in the foregoing matters and will furnish the responsible party Pocahontas Bancorp with all information concerning it Marked Tree Bancshares and its subsidiaries Marked Tree Bancshares Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Registration Statement and any report filed with the SEC) made by or on behalf of Niagara Pocahontas Bancorp or CNYF to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party Marked Tree Bancshares will provide certificates and other documents reasonably requested by the otherPocahontas Bancorp.

Regulatory Matters and Consents. (a) Niagara Bancorp Waypoint and Lockport Savings will Sovereign shall to prepare a registration statement on Form S-4 or other applicable form (the "Prospectus/Proxy Statement") to be filed by Sovereign with the SEC in connection with the issuance of Sovereign Common Stock in the Merger (including the proxy statements of Waypoint and Sovereign and the related prospectus and all related documents). Waypoint shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be required in connection with the above referenced documents. Waypoint agrees to cooperate with Sovereign and Sovereign's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Prospectus/Proxy Statement. After the execution of this Agreement, each of Waypoint and Sovereign agrees to use its reasonable best efforts to cause the Prospectus/Proxy Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sovereign also agrees to use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. After the Prospectus/Proxy Statement is declared effective under the Securities Act, Waypoint shall promptly mail the Prospectus/Proxy Statement to its shareholders. (b) Each of Waypoint and Sovereign agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Prospectus/Proxy Statement shall, at the time the Prospectus/Proxy Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto shall, at the date(s) of mailing to shareholders of Waypoint and at the time of the meeting of shareholders of Waypoint to vote on the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading at the time and in light of the circumstances under which such statement is made. Each of Waypoint and Sovereign further agree that if such party shall become aware prior to the Effective Date of any information furnished by such party that would cause any of the statements in the Prospectus/Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and to take the necessary steps to correct the Prospectus/Proxy Statement. (c) Sovereign agrees to advise Waypoint, promptly after Sovereign receives notice thereof, of the time when the Prospectus/Proxy Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Sovereign Common Stock for offering or sale in any jurisdiction, of the initiation or, to the extent Sovereign is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Prospectus/Proxy Statement or for additional information or of any comments provided to Waypoint by the SEC in regard to the Prospectus/Proxy Statement or Registration Statement. Each of Sovereign and Waypoint shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Prospectus/Proxy Statement or Registration Statement prior to the filing of such with the SEC. (d) Sovereign and Waypoint and their respective Subsidiaries shall cooperate and use their respective commercially reasonable efforts to prepare all Applications to Regulatory Authorities and make all filings for, and use their best commercially reasonable efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate complete the transactions contemplated by this Agreement. (be) CNYF Waypoint will furnish Niagara Bancorp Sovereign with all information concerning CNYF Waypoint and CNYF Waypoint Subsidiaries as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Niagara Bancorp Sovereign to any Regulatory Authority in connection with the transactions contemplated by this AgreementAgreement and the Bank Plan of Merger. (cf) Niagara Bancorp Sovereign and CNYF Waypoint shall have the right to review in advance, and to the extent practicable each will promptly furnish consult with the other on, in each other case subject to applicable laws related to the exchange of information, all information which appears in any filing made with copies of all material or written communications to, or received by them from materials submitted to any Regulatory Authority or any third party in respect of connection with the transactions contemplated herebyby this Agreement and the Bank Plan of Merger. In exercising the foregoing right, except information which is filed by either party which is designated each of the parties hereto shall act reasonably and as confidential. (d) promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all the SEC, Regulatory Authorities and third parties and Regulatory Authorities. Niagara Bancorp will furnish CNYF with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorp. (e) CNYF and Niagara Bancorp will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to any Regulatory Authority in connection with consummate the transactions contemplated by this Agreement, Agreement and such information will be accurate the Bank Plan of Merger and complete in all material respects. In connection therewith, each party will provide certificates keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby and thereby. (g) Each party will promptly furnish the other documents reasonably requested party with copies of all written communications to, or received by it or any Subsidiary from, any Regulatory Authority in respect of the othertransactions contemplated hereby.

Regulatory Matters and Consents. (a) Niagara Bancorp and Lockport Savings Except for the Parent Proxy Statement, Bradford will prepare all Applications, which Applications shall conform to all applicable legal requirements, and, subject to review and consent of Parent as to matters relating to Parent and Wyman Park, make all filings forfilixxx xx xxxmptly as practicable following the preparation thereof, and shall use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF Wyman Park will furnish Niagara Bancorp with Brxxxxxx xxxh all information concerning CNYF Wyman Park and CNYF Subsidiaries the Parent Xxxxxxxxxies as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Bradford to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp Bradford, Parent, and CNYF Wyman Park will promptly furnish each fxxxxxx xxxh other with copies of all material written communications to, or received by them from from, any Regulatory Authority in respect of the transactions contemplated hereby, and advise each other of all material oral communications received by them from any such Regulatory Authority in respect of the transactions contemplated hereby, including any requests for additional information, except information which that is filed by either party party, which is designated designated, as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp In addition to the foregoing, Bradford will furnish CNYF Parent and Wyman Park with (i) copies of all Applications xx xxx Xpplications prior to filing with any Regulatory Authority and provide CNYF Parent a reasonable opportunity to provide changes to such Applications, Applications and (ii) copies of all Applications filed by Niagara Bancorpfiled. (e) CNYF Wyman Park and Niagara Bancorp will cooperate Bradford wixx xxxxxxxte with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SECStatement) made by or on behalf of Niagara Bancorp Bradford, Parent or CNYF Wyman Park to any Regulatory Authority Regulatoxx Xxxxxxity in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara For the purposes of (x) registering ACNB Common Stock to be offered to holders of FC Bancorp Common Stock in connection with the Merger with the SEC under the Securities Act and Lockport Savings will (y) soliciting proxies for use at the FC Bancorp stockholder meeting and ACNB shareholder meeting, ACNB shall, as promptly as reasonably practicable, prepare all Applications and make all filings forthe Registration Statement, and ACNB and FC Bancorp shall jointly draft and prepare a Proxy Statement/Prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act. ACNB and FC Bancorp shall obtain FC Bancorp Financial Statements and ACNB Financial Statements that meet the requirements of the Securities Act for use in the Registration Statement. The parties shall use their best reasonable efforts to obtain file the Registration Statement, including the Proxy Statement/Prospectus, with the SEC as soon as practicable after the date hereof. ACNB and FC Bancorp shall use their reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and FC Bancorp and ACNB shall thereafter promptly mail the Proxy Statement/Prospectus to their respective stockholders and shareholders. ACNB and FC Bancorp shall use commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and each party shall furnish all information concerning itself and the holders of its common stock as may be reasonably requested in connection with any such action. (b) Each party shall provide the other with any information concerning itself that the other may reasonably request in connection with the drafting and preparation of the Proxy Statement/Prospectus, and each party shall notify the other promptly of the receipt of any comments of the SEC with respect to the Proxy Statement/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the other promptly copies of all correspondence between such party or any of their representatives and the SEC. No filing of the Registration Statement, including any amendment thereto shall be made without the parties each having the opportunity to review, comment on and revise the Registration Statement. ACNB and FC Bancorp agree to use commercially reasonable best efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement/Prospectus and all required amendments and supplements thereto to be mailed to the holders of FC Bancorp Common Stock and ACNB Common Stock entitled to vote at their respective stockholders and shareholders meetings at the earliest practicable time. (c) ACNB and FC Bancorp shall promptly notify the other party if at any time it has Knowledge that the Proxy Statement/Prospectus or the Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, the parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement/Prospectus that corrects such misstatement or omission, and ACNB shall file an amended Registration Statement with the SEC, and the parties shall mail an amended Proxy Statement/Prospectus to their respective shareholders. (d) In addition to, and not by way of limitation of, the covenants of the parties set forth in this Section 5.04, the parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file, not later than 60 days after the date hereof, all necessary documentation, to effect all applications, notices, publications and filings (the “Regulatory Materials”), to obtain as promptly as practicable all permits, consents, approvals, waivers approvals and authorizations of all Regulatory Authorities Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement. Agreement (b) CNYF including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. ACNB and FC Bancorp shall have the right to review in advance, and, to the extent practicable, each will furnish Niagara Bancorp with consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information concerning CNYF relating to ACNB and CNYF Subsidiaries FC Bancorp, as the case may be necessary or advisable be, that appears in connection with any Application or filing made by with, or on behalf of Niagara Bancorp to written materials submitted to, any Regulatory Authority Governmental Entity in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF will promptly furnish . In exercising the foregoing right, each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated parties shall act reasonably and as confidential. (d) promptly as practicable. The parties hereto agree that they will shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp will furnish CNYF with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorp. (e) CNYF and Niagara Bancorp will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be Governmental Entities necessary or advisable in connection with any Application or filing (including to consummate the Proxy Statement transactions contemplated by this Agreement and any report filed with each party will keep the SEC) made by or on behalf other apprised of Niagara Bancorp or CNYF the status of matters relating to any Regulatory Authority in connection with completion of the transactions contemplated by this Agreement. (e) Notwithstanding anything to the contrary in Section 5.04(d), in no event shall ACNB and such FC Bancorp be required to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining any necessary permits, consents, approvals and authorizations of any Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on ACNB and FC Bancorp (any of which, a “Materially Burdensome Regulatory Condition”). (f) ACNB and FC Bancorp will use their commercially reasonable best efforts to ensure that the information relating to ACNB and FC Bancorp that is provided by ACNB and FC Bancorp, as applicable, for inclusion in the Proxy Statement/Prospectus or in any Regulatory Materials will be accurate and complete not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects. In connection therewithlight of the circumstances in which they are made, each party will provide certificates and other documents reasonably requested by the othernot misleading.

Regulatory Matters and Consents. (a) Niagara Bancorp New England Bancshares and Lockport Savings Valley Bank will prepare all Applications and Applications, make all filings forfilings, and pay all filing fees for all Regulatory Approvals necessary or advisable to consummate the transactions contemplated by this Agreement; each of New England Bancshares and Valley Bank will use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities Approvals necessary or advisable to consummate the transactions contemplated by this Agreement. The information supplied, or to be supplied, by New England Bancshares and Valley Bank for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects with respect to it. (b) CNYF Apple Valley will furnish Niagara Bancorp New England Bancshares with all information concerning CNYF and CNYF Subsidiaries Apple Valley as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp New England Bancshares to any Regulatory Authority in connection with the transactions contemplated by this Agreement. The information supplied, or to be supplied, by Apple Valley for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. (c) Niagara Bancorp New England Bancshares, Valley Bank and CNYF Apple Valley will promptly furnish each other with copies of all material written communications to, or received by them from from, any Regulatory Authority Authority, and notice of material oral communications with the Regulatory Authorities, in respect of the transactions contemplated hereby, except information which that is filed by either party which that is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all Regulatory Approvals and other necessary permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp New England Bancshares and Valley Bank will furnish CNYF Apple Valley with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Apple Valley a reasonable opportunity to provide changes to and approve such Applications, and (ii) copies of all Applications filed by Niagara BancorpNew England Bancshares and (iii) copies of all New England Bancshares Regulatory Reports after the date hereof. (e) CNYF Apple Valley and Niagara Bancorp New England Bancshares will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC- Prospectus) made by or on behalf of Niagara Bancorp New England Bancshares or CNYF Apple Valley to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara For the purposes of (x) registering ACNB Common Stock to be offered to holders of NW Bancorp Common Stock in connection with the Merger with the SEC under the Securities Act and Lockport Savings will (y) soliciting proxies for use at the NW Bancorp stockholder meeting, ACNB shall prepare the Registration Statement, and ACNB and NW Bancorp shall jointly draft and prepare a Proxy Statement/Prospectus satisfying all Applications applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act. ACNB and NW Bancorp shall obtain NW Bancorp Financial Statements and ACNB Financial Statements that meet the requirements of the Securities Act for use in the Registration Statement. The parties shall use their reasonable efforts to file the Registration Statement, including the Proxy Statement/Prospectus, with the SEC as soon as practicable after the date hereof. ACNB and NW Bancorp shall use their reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and NW Bancorp shall thereafter promptly mail the Proxy Statement/Prospectus to its stockholders. ACNB and NW Bancorp shall use commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and each party shall furnish all information concerning itself and the holders of its common stock as may be reasonably requested in connection with any such action. (b) Each party shall provide the other with any information concerning itself that the other may reasonably request in connection with the drafting and preparation of the Proxy Statement/Prospectus, and each party shall notify the other promptly of the receipt of any comments of the SEC with respect to the Proxy Statement/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the other promptly copies of all correspondence between such party or any of their representatives and the SEC. No filing of the Registration Statement, including any amendment thereto shall be made without the parties each having the opportunity to review, comment on and revise the Registration Statement. ACNB and NW Bancorp agree to use commercially reasonable best efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement/Prospectus and all required amendments and supplements thereto to be mailed to the holders of NW Bancorp Common Stock entitled to vote at its stockholders meetings at the earliest practicable time. (c) ACNB and NW Bancorp shall promptly notify the other party if at any time it has Knowledge that the Proxy Statement/Prospectus or the Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make all filings forthe statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, the parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement/Prospectus that corrects such misstatement or omission, and ACNB shall file an amended Registration Statement with the SEC, and the parties shall mail an amended Proxy Statement/Prospectus to their respective shareholders. (d) In addition to, and not by way of limitation of, the covenants of the parties set forth in this Section 5.04, the parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, publications and filings (the “Regulatory Materials”), to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers approvals and authorizations of all Regulatory Authorities Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement. Agreement (b) CNYF including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. ACNB and NW Bancorp shall have the right to review in advance, and, to the extent practicable, each will furnish Niagara Bancorp with consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information concerning CNYF relating to ACNB and CNYF Subsidiaries NW Bancorp, as the case may be necessary or advisable be, that appears in connection with any Application or filing made by with, or on behalf of Niagara Bancorp to written materials submitted to, any Regulatory Authority Governmental Entity in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF will promptly furnish . In exercising the foregoing right, each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated parties shall act reasonably and as confidential. (d) promptly as practicable. The parties hereto agree that they will shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp will furnish CNYF with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorp. (e) CNYF and Niagara Bancorp will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be Governmental Entities necessary or advisable in connection with any Application or filing (including to consummate the Proxy Statement transactions contemplated by this Agreement and any report filed with each party will keep the SEC) made by or on behalf other apprised of Niagara Bancorp or CNYF the status of matters relating to any Regulatory Authority in connection with completion of the transactions contemplated by this Agreement. (e) Notwithstanding anything to the contrary in Section 5.04(d), in no event shall ACNB and such NW Bancorp be required to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining any necessary permits, consents, approvals and authorizations of any Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on ACNB and NW Bancorp (any of which, a “Materially Burdensome Regulatory Condition”). (f) ACNB and NW Bancorp will use their commercially reasonable best efforts to ensure that the information relating to ACNB and NW Bancorp that is provided by ACNB and NW Bancorp, as applicable, for inclusion in the Proxy Statement/Prospectus or in any Regulatory Materials will be accurate and complete not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects. In connection therewithlight of the circumstances in which they are made, each party will provide certificates and other documents reasonably requested by the othernot misleading.

Regulatory Matters and Consents. (a) Niagara Bancorp First Jermyn and Lockport Savings Upper Valley will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF Upper Valley will furnish Niagara Bancorp First Jermyn with all information concerning CNYF Upper Valley and CNYF Upper Valley Subsidiaries as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp First Jermyn to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF First Jermyn will promptly furnish each other Upper Valley with copies of all material written communications to, or received by them from First Jermyn or any First Jermyn Subsidiary from, any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp First Jermyn will furnish CNYF Upper Valley with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Upper Valley a reasonable opportunity to provide suggest changes to such Applications, and which suggested changes First Jermyn may, in its reasonable discretion accept or reject, (ii) copies of all Applications filed by Niagara BancorpFirst Jermyn and (iii) copies of all documents filed by First Jermyn under the Exchange Act. (e) CNYF and Niagara Bancorp Upper Valley will cooperate with each other First Jermyn in the foregoing matters and will furnish the responsible party First Jermyn with all information concerning it Upper Valley and its subsidiaries Upper Valley Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Registration Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF First Jermyn to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party Upper Valley will provide certificates and other documents reasonably requested by the otherFirst Jermyn.

Regulatory Matters and Consents. (a) Niagara Bancorp First Guaranty Bancshares and Lockport Savings First Guaranty Bank will prepare all Applications and Applications, make all filings forfilings, and pay all filing fees for all Regulatory Approvals necessary or advisable to consummate the transactions contemplated by this Agreement; First Guaranty Bancshares and First Guaranty Bank will each use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities Approvals necessary or advisable to consummate the transactions contemplated by this Agreement. The information supplied, or to be supplied, by First Guaranty Bancshares and First Guaranty Bank for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects. (b) CNYF Greensburg Bancshares and Greensburg will furnish Niagara Bancorp First Guaranty Bancshares with all information concerning CNYF Greensburg Bancshares and CNYF Subsidiaries Greensburg as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp First Guaranty Bancshares to any Regulatory Authority in connection with the transactions contemplated by this Agreement. The information supplied, or to be supplied, by Greensburg Bancshares and Greensburg for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. (c) Niagara Bancorp First Guaranty Bancshares and CNYF Greensburg Bancshares will promptly furnish each other with copies of all material written communications to, or received by them from from, any Regulatory Authority Authority, and notice of material oral communications with the Regulatory Authorities, in respect of the transactions contemplated hereby, except information which that is filed by either party which that is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all Regulatory Approvals and other necessary permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp First Guaranty Bancshares will furnish CNYF Greensburg Bancshares with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Greensburg Bancshares a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara BancorpFirst Guaranty Bancshares, (iii) copies of all First Guaranty Bancshares Regulatory Reports after the date hereof, and (iv) copies of all correspondence received or sent to Regulatory Authorities in connection with such Applications. (e) CNYF Greensburg Bancshares and Niagara Bancorp Greensburg and First Guaranty Bancshares, will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SECPrivate Placement Memorandum) made by or on behalf of Niagara Bancorp First Guaranty Bancshares or CNYF Greensburg Bancshares to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp and Lockport Savings will Provident will, in consultation with Ridgewood, prepare all Applications and make all filings for, and use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. Provident shall file the Applications within forty-five days of the date of this Agreement, or as soon thereafter as is practicable. (b) CNYF Ridgewood will furnish Niagara Bancorp Provident with all information concerning CNYF and CNYF Subsidiaries Ridgewood as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Provident to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp Provident and CNYF Ridgewood will promptly furnish each the other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) Provident will use its best efforts to obtain all necessary regulatory approvals to form Interim. Interim will not conduct any business other than engaging in the Interim Merger. (e) Ridgewood will use its best efforts to obtain all necessary regulatory approvals to, and will, form the interim savings banks into which Ridgewood MHC and Ridgewood Financial will convert, and will cause MHC Interim Bank to merge with and into Ridgewood Savings with Ridgewood Savings as the resulting institution, and will cause Mid-Tier Interim Bank to merge with and into Ridgewood Savings with Ridgewood Savings as the resulting institution. Ridgewood Financial and Ridgewood MHC will cancel all shares of Ridgewood Financial Common Stock or Ridgewood Savings common stock held by Ridgewood MHC or Ridgewood Financial. Neither MHC Interim Bank nor Mid-Tier Interim Bank will conduct any business other than engaging in the MHC Merger and the Mid-Tier Merger. (f) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Provident will furnish CNYF Ridgewood Financial and its counsel with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Ridgewood Financial a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara BancorpProvident. (eg) CNYF Ridgewood and Niagara Bancorp Provident will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp Provident or CNYF Ridgewood to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other. (h) If any (i) Regulatory Authority objects to a term or condition set forth in this Agreement, and (ii) that term or condition is modified to the satisfaction of the Regulatory Authority or is eliminated in order to satisfy the Regulatory Authority, and (iii) such modification or elimination would cause a reduction in benefits to the party for whom the term or condition was meant to benefit, then the parties hereto shall use their best efforts to enter into an alternative arrangement so that such benefits are not reduced, provided such alternative arrangement is permissible under applicable law and is not disapproved by any Regulatory Authority and provided further that such alternative arrangement shall not be more costly than the original benefit that has been or would be reduced as a result of an objection by a Regulatory Authority.

Regulatory Matters and Consents. (a) Niagara Bancorp First Guaranty Bancshares and Lockport Savings First Guaranty Bank will prepare all Applications and Applications, make all filings forfilings, and pay all filing fees for all Regulatory Approvals necessary or advisable to consummate the transactions contemplated by this Agreement; First Guaranty Bancshares and First Guaranty Bank will each use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities Approvals necessary or advisable to consummate the transactions contemplated by this Agreement. The information supplied, or to be supplied, by First Guaranty Bancshares and First Guaranty Bank for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects. (b) CNYF Union Bancshares and Union Bank will furnish Niagara Bancorp First Guaranty Bancshares and First Guaranty Bank with all information concerning CNYF Union Bancshares and CNYF Subsidiaries Union Bank as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp First Guaranty Bancshares and First Guaranty Bank to any Regulatory Authority in connection with the transactions Share Exchange transaction contemplated by this Agreement. The information supplied, or to be supplied, by Union Bancshares and Union Bank for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. (c) Niagara Bancorp First Guaranty Bancshares and CNYF First Guaranty Bank and Union Bancshares and Union Bank will promptly furnish each other with copies of all material written communications to, or received by them from from, any Regulatory Authority Authority, and notice of material oral communications with the Regulatory Authorities, in respect of the transactions Share Exchange transaction contemplated hereby, except information which that is filed by either party which that is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all Regulatory Approvals and other necessary permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp First Guaranty Bancshares and First Guaranty Bank will furnish CNYF Union Bancshares and Union Bank with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Union Bancshares a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara BancorpFirst Guaranty Bancshares and First Guaranty Bank and (iii) copies of all correspondence received or sent to Regulatory Authorities in connection with such Applications. (e) CNYF Union Bancshares and Niagara Bancorp Union Bank and First Guaranty Bancshares and First Guaranty Bank, will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp First Guaranty Bancshares and First Guaranty Bank or CNYF Union Bancshares or Union Bank to any Regulatory Authority in connection with the transactions Share Exchange transaction contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp C&N shall prepare a Prospectus/Proxy Statement to be mailed to shareholders of Citizens in connection with the meeting of shareholders of Citizens to consider and Lockport Savings approve the transactions contemplated hereby, and to be filed by C&N with the SEC in the Registration Statement, which Prospectus/Proxy Statement shall conform to all applicable legal requirements. Citizens shall use its best efforts to prepare and furnish such information relating to it and its directors, officers, and shareholders, and obtain and furnish customary opinions, consents and letters from its financial advisor and independent registered public accounting firm, as may be required in connection with the Registration Statement and Prospectus/Proxy Statement. C&N shall, following the preparation thereof, and in no event later than February 28, 2007, file the Registration Statement with the SEC and Citizens and C&N shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. C&N will advise Citizens, promptly after C&N receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. C&N shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. C&N will provide Citizens with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as Citizens may reasonably request. (b) C&N will prepare all Applications to Regulatory Authorities and make all filings for, and use their its reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate complete the transactions contemplated by this Agreement. (bc) CNYF Citizens will furnish Niagara Bancorp C&N with all information concerning CNYF and CNYF Subsidiaries Citizens as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Niagara Bancorp C&N to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp Agreement and CNYF will promptly furnish each other with copies the Bank Plan of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidentialMerger. (d) Citizens shall have the right to review in advance, and to the extent practicable will consult with C&N on, all information which appears in any filing made with or written materials submitted to the SEC, any Regulatory Authority or any third party in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. In exercising the foregoing right, Citizens shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated by this Agreement and Regulatory Authorities. Niagara Bancorp the Bank Plan of Merger and each party will furnish CNYF with (i) copies keep the other apprised of all Applications prior the status of matters relating to filing with any Regulatory Authority completion of the transactions contemplated hereby and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorpthereby. (e) CNYF and Niagara Bancorp Each party will cooperate with each other in the foregoing matters and will promptly furnish the responsible other party with copies of all information concerning written communications to, or received by it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to Subsidiary from, any Regulatory Authority in connection with respect of the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the otherhereby.

Regulatory Matters and Consents. (a) Niagara Alliance Bancorp and Lockport Savings Liberty Federal will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF SWB will furnish Niagara Alliance Bancorp with all information concerning CNYF SWB and CNYF SWB Subsidiaries as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Alliance Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Alliance Bancorp and CNYF SWB will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Alliance Bancorp will furnish CNYF SWB with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF SWB a reasonable opportunity to provide changes to such Applications,, and (ii) copies of all Applications filed by Niagara BancorpAlliance Bancorp and (iii) copies of all documents filed by Alliance Bancorp under the Securities Exchange Act of 1934, as amended. (e) CNYF and Niagara Bancorp SWB will cooperate with each other Alliance Bancorp in the foregoing matters and will furnish the responsible party Alliance Bancorp with all information concerning it SWB and its subsidiaries SWB Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Registration Statement and any report filed with the SEC) made by or on behalf of Niagara Alliance Bancorp or CNYF to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party SWB will provide certificates and other documents reasonably requested by the otherAlliance Bancorp.

Regulatory Matters and Consents. (a) Niagara Bancorp Oneida Financial and Lockport Oneida Savings will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF VBC will furnish Niagara Bancorp Oneida Financial with all information concerning CNYF VBC and CNYF VBC Subsidiaries as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Oneida Financial to any Regulatory Authority in connection with the transactions contemplated by this Agreement. The information supplied, or to be supplied by VBC and Xxxxxx Bank for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. (c) Niagara Bancorp Oneida Financial and CNYF VBC will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby and notice of material oral communications with the Regulatory Authorities with respect to the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Oneida Financial will furnish CNYF VBC with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF VBC a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara BancorpOneida Financial. (e) CNYF VBC and Niagara Bancorp Oneida Financial will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SECStatement) made by or on behalf of Niagara Bancorp Oneida Financial or CNYF VBC to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp and Lockport Savings will Kearny will, in consultation with Pulaski, prepare all Applications and make all filings for, and use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. Kearny shall file the Applications within forty-five days of the date of this Agreement, or as soon thereafter as is practicable. (b) CNYF Pulaski will furnish Niagara Bancorp Kearny with all information concerning CNYF and CNYF Subsidiaries Pulaski as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Kearny to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp Kearny and CNYF Pulaski will promptly furnish each the other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) Kearny will use its best efforts to obtain all necessary regulatory approvals to effectuate the transactions contemplated by this Agreement and related exhibits and appendices. (e) Pulaski will use its best efforts to obtain all necessary regulatory approvals to effectuate the transactions contemplated by this Agreement and related exhibits and appendices. (f) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Kearny will furnish CNYF Pulaski and its counsel with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Pulaski a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara BancorpKearny . (eg) CNYF Pulaski and Niagara Bancorp Kearny will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp Kearny or CNYF Pulaski to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other. (h) If any (i) Regulatory Authority objects to a term or condition set forth in this Agreement, and (ii) that term or condition is modified to the satisfaction of the Regulatory Authority or is eliminated in order to satisfy the Regulatory Authority, and (iii) such modification or elimination would cause a reduction in benefits to the party for whom the term or condition was meant to benefit, then the parties hereto shall use their best efforts to enter into an alternative arrangement so that such benefits are not reduced, provided such alternative arrangement is permissible under applicable law and is not disapproved by any Regulatory Authority and provided further that such alternative arrangement shall not be more costly than the original benefit that has been or would be reduced as a result of an objection by a Regulatory Authority.

Regulatory Matters and Consents. (a) Niagara Bancorp and Lockport Savings will Investors will, in consultation with Summit, prepare all Applications (including the Member Proxy Statement, if required) and make all filings for, and use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities or other Persons necessary or advisable to consummate the transactions contemplated by this Agreement. Investors will provide Summit copies of all Applications prior to filing for the purpose of enabling Summit to review and comment on the same. The parties shall cooperate with each other with respect to the preparation of any required Member Proxy Statement. (b) CNYF Summit will furnish Niagara Bancorp Investors with all information concerning CNYF and CNYF Subsidiaries Summit as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Investors to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp Investors and CNYF Summit will promptly furnish each the other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of regarding the transactions contemplated hereby, except for information which is filed by either party which that is designated as confidential. (d) Investors will use its best efforts to obtain all necessary regulatory approvals to effectuate the transactions contemplated by this Agreement and related exhibits and appendices. (e) Summit will use its best efforts to cooperate with Investors to obtain all necessary regulatory approvals to effectuate the transactions contemplated by this Agreement and related exhibits and appendices. (f) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Investors will furnish CNYF Summit Bankshares and its counsel with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Summit Bankshares a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara BancorpInvestors. (eg) CNYF Summit and Niagara Bancorp Investors will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp Investors or CNYF Summit to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp Other than the Regulatory Approvals, no notices, reports or other filings are required to be made by Purchaser with, nor are any Consents required to be obtained by Purchaser from, any Governmental Entity in connection with the execution and Lockport Savings will prepare delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby by Purchaser, the failure to make or obtain any or all Applications of which, individually or in the aggregate, would be reasonably expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this Agreement. Except for Regulatory Approvals, there are no Consents of any other Third Party required to be obtained in connection with the execution and make all filings fordelivery of this Agreement by Purchaser and the consummation of the transactions contemplated by this Agreement by Purchaser. (b) Purchaser is, and use their best efforts immediately upon consummation of the transactions contemplated hereby will be, “well capitalized,” as defined in the FDIA or “adequately capitalized” as defined in the FDIA with any waivers from the FDIC that may be necessary in order for Purchaser to obtain consummate the transactions contemplated by this Agreement. If it so elected, Purchaser’s holding company would be able to qualify as promptly as practicable after a “financial holding company” that is able to engage in any activity or acquisition permitted by 12 CFR 225.86. (c) Purchaser was rated “Satisfactory” or “Outstanding” following its most recent CRA examination by the date hereofregulatory agency responsible for its supervision and has no reason to believe it will not maintain such rating following its next CRA examination. Purchaser has not received any notice of, all necessary permitsand Purchaser has no knowledge of, consentsany planned or threatened objection by any community group to any of the transactions contemplated hereby. (d) There are no pending or, approvalsto Purchaser’s knowledge, waivers threatened disputes or controversies between Purchaser and authorizations any Governmental Entity that, individually or in the aggregate, would be reasonably expected to prevent or materially delay the ability of all Regulatory Authorities necessary or advisable Purchaser to consummate the transactions contemplated by this Agreement. (be) CNYF Neither Purchaser nor any of its Affiliates has received any indication from any Governmental Entity that such Governmental Entity would oppose or refuse to grant a Regulatory Approval and Purchaser knows of no reason that it will furnish Niagara Bancorp with not timely receive any necessary approval or authorization of all information concerning CNYF and CNYF Subsidiaries as may be necessary or advisable in connection with applicable Governmental Entities. (f) Neither Purchaser nor any Application or filing made by or on behalf of Niagara Bancorp its Affiliates is a party to any Regulatory Authority written order, decree, agreement or memorandum of understanding with, or commitment letter or similar submission to, any federal or state regulatory agency or authority charged with the supervision or regulation of depository institutions, nor has Purchaser been advised by any such agency or authority that it is contemplating issuing or requesting any such order, decree, agreement, memorandum of understanding, commitment letter or submission, in connection with each case that, individually or in the aggregate, would be reasonably expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp will furnish CNYF with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorp. (e) CNYF and Niagara Bancorp will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp and Lockport Savings will HSB will, in consultation with MBL, prepare all Applications and make all filings for, and use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. The parties together will prepare the proxy materials with respect to the MBL members meeting and MBL’s Board shall recommend approval of this Agreement to MBL’s members in the proxy materials and not withdraw such recommendation. HSB and MBL shall file the Applications (including the proposed MBL proxy materials) within forty-five (45) days of the date of this Agreement, or as soon thereafter as is practicable. (b) CNYF MBL will furnish Niagara Bancorp HSB with all information concerning CNYF and CNYF Subsidiaries MBL as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp HSB to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp HSB and CNYF MBL will promptly furnish each the other with copies of all material written communications to, or received by them them, from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) HSB will use its best efforts to obtain all necessary regulatory approvals to effectuate the transactions contemplated by this Agreement and related exhibits and appendices. (e) MBL will use its best efforts to obtain all necessary regulatory approvals to effectuate the transactions contemplated by this Agreement and related exhibits and appendices. (f) MBL shall hold a meeting of members no later than sixty (60) days after the date of regulatory approval of its proxy materials to consider this Agreement and shall recommend approval of the Agreement by MBL members at that meeting. (g) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Each party will furnish CNYF the other party with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF the other party a reasonable opportunity to provide comment upon changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorpeach party. (eh) CNYF MBL and Niagara Bancorp HSB will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp HSB or CNYF MBL to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp and Lockport Savings will The Investors Parties will, in consultation with the Gateway Parties, prepare all Applications (including the Member Proxy Statement, if required) and make all filings for, and use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities or other Persons necessary or advisable to consummate the transactions contemplated by this Agreement. The Investors Parties will provide the Gateway Parties copies of all Applications prior to filing for the purpose of enabling the Gateway Parties to review and comment on the same. The parties shall cooperate with each other with respect to the preparation of any required Member Proxy Statement, the form and substance of which shall be approved by the Gateway Parties prior to distribution to the Gateway MHC Members. (b) CNYF The Gateway Parties will furnish Niagara Bancorp the Investors Parties with all information concerning CNYF and CNYF Subsidiaries Gateway as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp any Investors Party to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp The Investors Parties and CNYF the Gateway Parties will promptly furnish each the other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of regarding the transactions contemplated hereby, except for information which is filed by either party which Party that is designated as confidential. (d) The parties hereto agree that they Parties will consult cooperate with each other with respect and use all reasonable efforts to the obtaining of promptly prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, waivers, approvals and authorizations of all the Regulatory Authorities and any other third parties and Regulatory Authorities. Niagara Bancorp will furnish CNYF with (i) copies governmental bodies necessary to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall any of the Investors Parties be required to agree to any prohibition, limitation, or other requirement that would prohibit or materially limit the ownership or operation by any of the Investors Parties of all Applications prior or any material portion of the business or assets of a Gateway Party or any Gateway Subsidiary, compel any of the Investors Parties to filing with dispose of or hold separate all or any Regulatory Authority and provide CNYF material portion of the business or assets of a reasonable opportunity Gateway Party or any Gateway Subsidiary, continue in effect after the Effective Time the Formal Agreement or any provision thereof, or otherwise materially impair the value of Gateway to provide changes to such ApplicationsInvestors (together, and (ii) copies of all Applications filed by Niagara Bancorpa “Burdensome Condition”). (e) CNYF and Niagara Bancorp The Parties will cooperate with each other in the foregoing matters and will furnish the responsible party Party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party Party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Gxxxxx Bancorp and Lockport Savings Gxxxxx Federal will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities Approvals necessary or advisable to consummate the transactions contemplated by this Agreement. The information supplied, or to be supplied, by Gxxxxx Bancorp or Gxxxxx Federal for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects. (b) CNYF Innes Street will furnish Niagara Gaston Bancorp with all information concerning CNYF Innes Street and CNYF Subsidiaries Citizens Bank as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Gxxxxx Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. The information supplied, or to be supplied, by Innes Street for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. (c) Niagara Gxxxxx Bancorp and CNYF Innes Street will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority Authority, and notice of material oral communications with the Regulatory Authorities, in respect of the transactions contemplated hereby, except information which that is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all Regulatory Approvals and other necessary permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Gxxxxx Bancorp will furnish CNYF Innes Street with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Innes Street a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara BancorpGxxxxx Bancorp and (iii) copies of all Regulatory Reports filed by Gxxxxx Bancorp after the date hereof. (e) CNYF Innes Street and Niagara Bancorp Citizens Bank, and Gxxxxx Bancorp, will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Gxxxxx Bancorp or CNYF Innes Street to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp For the purposes of (x) registering Peoples Common Stock to be offered to holders of Penseco Common Stock in connection with the Merger with the SEC under the Securities Act and Lockport Savings will (y) soliciting proxies for use at the respective shareholder meetings, Peoples shall prepare the Registration Statement, Penseco and Peoples shall jointly draft and prepare a joint proxy statement of Penseco and Peoples and prospectus of Peoples satisfying all Applications applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act (such joint proxy statement/prospectus in the form mailed to the shareholders of Penseco and Peoples, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement-Prospectus”). The parties shall use their reasonable best efforts to file the Registration Statement, including the Proxy Statement-Prospectus, with the SEC within forty-five (45) days after the date hereof. Each of Penseco and Peoples shall use their reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of Penseco and Peoples shall thereafter promptly mail the Proxy Statement-Prospectus to their respective shareholders. Penseco and Peoples shall use commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and each party shall furnish all information concerning itself and the holders of its common stock as may be reasonably requested in connection with any such action. (b) Each party shall provide the other with any information concerning itself that the other may reasonably request in connection with the drafting and preparation of the Proxy Statement-Prospectus, and each party shall notify the other promptly of the receipt of any comments of the SEC with respect to the Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the other promptly copies of all correspondence between such party or any of their representatives and the SEC. No filing of the Registration Statement, including any amendment thereto shall be made without the parties each having the opportunity to review, comment on and revise the Registration Statement. Each of Penseco and Peoples agrees to use all reasonable best efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of Penseco Common Stock and Peoples Common Stock entitled to vote at the Meetings at the earliest practicable time. (c) Each of Penseco and Peoples shall promptly notify the other party if at any time it becomes aware that the Proxy Statement-Prospectus or the Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make all filings forthe statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, the parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement-Prospectus that corrects such misstatement or omission, and Peoples shall file an amended Registration Statement with the SEC, and the parties shall mail an amended Proxy Statement-Prospectus to their respective shareholders. (d) In addition to, and not by way of limitation of, the covenants of the parties set forth in this Section 4.03, the parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, publications and filings (the “Regulatory Materials”), to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers approvals and authorizations of all Regulatory Authorities Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement. Agreement (b) CNYF including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Penseco and Peoples shall have the right to review in advance, and, to the extent practicable, each will furnish Niagara Bancorp with consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information concerning CNYF and CNYF Subsidiaries relating to Penseco or Peoples, as the case may be necessary or advisable be, that appears in connection with any Application or filing made by with, or on behalf of Niagara Bancorp to written materials submitted to, any Regulatory Authority Governmental Entity in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF will promptly furnish . In exercising the foregoing right, each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated parties shall act reasonably and as confidential. (d) promptly as practicable. The parties hereto agree that they will shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp will furnish CNYF with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorp. (e) CNYF and Niagara Bancorp will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be Governmental Entities necessary or advisable in connection with any Application or filing (including to consummate the Proxy Statement transactions contemplated by this Agreement and any report filed with each party will keep the SEC) made by or on behalf other apprised of Niagara Bancorp or CNYF the status of matters relating to any Regulatory Authority in connection with completion of the transactions contemplated by this Agreement. (e) Notwithstanding anything to the contrary in Section 4.03(d), in no event shall Penseco or Peoples be required to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining any necessary permits, consents, approvals and such authorizations of any Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on Penseco, Peoples or the Surviving Corporation (any of which, a “Materially Burdensome Regulatory Condition”). (f) Penseco and Peoples will use their reasonable best efforts to ensure that the information relating to Penseco and Peoples that is provided by Penseco and Peoples, as applicable, for inclusion in the Proxy Statement-Prospectus or in any Regulatory Materials will be accurate and complete not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects. In connection therewithlight of the circumstances in which they are made, each party will provide certificates and other documents reasonably requested by the othernot misleading.

Regulatory Matters and Consents. (a) Niagara Bancorp Other than the Regulatory Approvals, no notices, reports or other filings are required to be made by Purchaser with, nor are any Consents required to be obtained by Purchaser from, any Governmental Entity in connection with the execution and Lockport Savings will prepare delivery of this Agreement by Purchaser and the consummation of the transactions contemplated hereby by Purchaser, the failure to make or obtain any or all Applications of which, individually or in the aggregate, would be reasonably expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this Agreement. Except for Regulatory Approvals, there are no Consents of any other Third Party required to be obtained in connection 19 with the execution and make all filings fordelivery of this Agreement by Purchaser and the consummation of the transactions contemplated by this Agreement by Purchaser. (b) Purchaser is, and use their best efforts immediately upon consummation of the transactions contemplated hereby will be, “well capitalized,” as defined in the FDIA or “adequately capitalized” as defined in the FDIA with any waivers from the FDIC that may be necessary in order for Purchaser to obtain consummate the transactions contemplated by this Agreement. If it so elected, Purchaser’s holding company would be able to qualify as promptly as practicable after a “financial holding company” that is able to engage in any activity or acquisition permitted by 12 CFR 225.86. (c) Purchaser was rated “Satisfactory” or “Outstanding” following its most recent CRA examination by the date hereofregulatory agency responsible for its supervision and has no reason to believe it will not maintain such rating following its next CRA examination. Purchaser has not received any notice of, all necessary permitsand Purchaser has no knowledge of, consentsany planned or threatened objection by any community group to any of the transactions contemplated hereby. (d) There are no pending or, approvalsto Purchaser’s knowledge, waivers threatened disputes or controversies between Purchaser and authorizations any Governmental Entity that, individually or in the aggregate, would be reasonably expected to prevent or materially delay the ability of all Regulatory Authorities necessary or advisable Purchaser to consummate the transactions contemplated by this Agreement. (be) CNYF Neither Purchaser nor any of its Affiliates has received any indication from any Governmental Entity that such Governmental Entity would oppose or refuse to grant a Regulatory Approval and Purchaser knows of no reason that it will furnish Niagara Bancorp with not timely receive any necessary approval or authorization of all information concerning CNYF and CNYF Subsidiaries as may be necessary or advisable in connection with applicable Governmental Entities. (f) Neither Purchaser nor any Application or filing made by or on behalf of Niagara Bancorp its Affiliates is a party to any Regulatory Authority written order, decree, agreement or memorandum of understanding with, or commitment letter or similar submission to, any federal or state regulatory agency or authority charged with the supervision or regulation of depository institutions, nor has Purchaser been advised by any such agency or authority that it is contemplating issuing or requesting any such order, decree, agreement, memorandum of understanding, commitment letter or submission, in connection with each case that, individually or in the aggregate, would be reasonably expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp will furnish CNYF with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorp. (e) CNYF and Niagara Bancorp will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp and Lockport Savings will Kearny will, in consultation with WEST ESSEX, prepare all Applications and make all filings for, and use their its best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. Kearny shall file the Applications within forty-five days of the date of this Agreement, or as soon thereafter as is practicable. (b) CNYF WEST ESSEX will furnish Niagara Bancorp Kearny with all information concerning CNYF and CNYF Subsidiaries WEST ESSEX as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Kearny to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp Kearny and CNYF WEST ESSEX will promptly furnish each the other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) Kearny will use its best efforts to obtain all necessary regulatory approvals to effectuate the transactions contemplated by this Agreement and related exhibits and appendices. (e) WEST ESSEX will use its best efforts to obtain all necessary regulatory approvals to effectuate the transactions contemplated by this Agreement and related exhibits and appendices. (f) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Kearny will furnish CNYF WEST ESSEX and its counsel with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF WEST ESSEX a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara BancorpKearny . (eg) CNYF WEST ESSEX and Niagara Bancorp Kearny will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp Kearny or CNYF WEST ESSEX to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Bancorp Penns Woods and Lockport Savings FNBSM will prepare all Applications and make all mxxx xll filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF FNBSM will furnish Niagara Bancorp Penns Woods with all information concerning CNYF and CNYF Subsidiaries FNBSM as may be necessary xx xxcessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp Penns Woods to any Regulatory Authority in connection with the witx xxx transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF Penns Woods will promptly furnish each other FNBSM with copies of all material alx xxxerial written communications to, or received by them from Penns Woods or any Regulatory Penns Woods Subsidiary from, any Regulxxxxx Authority in respect xxxxxct of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp Penns Woods will furnish CNYF FNBSM with (i) copies of all Applications Appxxxxxions prior to filing with any Regulatory Authority and provide CNYF FNBSM a reasonable opportunity to provide suggest changes to such Applications, and which suggested changes Penns Woods may, in its reasonable discretion accept or rxxxxx, (ii) copies of all Applications filed by Niagara BancorpPenns Woods and (iii) copies of all documents filed by Pexxx Xoods under the Exchange Act. (e) CNYF and Niagara Bancorp XXXXX will cooperate with each other Penns Woods in the foregoing matters and will furnish the responsible party Penxx Xxods with all information concerning it and its subsidiaries FNBSM as may be necessary xx xxcessary or advisable in connection with any Application or filing (including the Proxy Registration Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF Penns Woods to any Regulatory Authority in connection with the witx xxx transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party FNBSM will provide certificates and other documents reasonably requested by the otherPenns Woods.

Regulatory Matters and Consents. (a) Niagara Bancorp For the purposes of (x) registering ACNB Common Stock to be offered to holders of Traditions Common Stock in connection with the Merger with the SEC under the Securities Act and Lockport Savings will (y) soliciting proxies for use at the Traditions shareholder meeting and ACNB shareholder meeting, ACNB shall, as promptly as reasonably practicable, prepare the Registration Statement, and ACNB and Traditions shall jointly draft and prepare a Proxy Statement/Prospectus satisfying all Applications applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act. ACNB and Traditions shall obtain Traditions Financial Statements and ACNB Financial Statements that meet the requirements of the Securities Act for use in the Registration Statement. The parties shall use their reasonable efforts to file the Registration Statement, including the Proxy Statement/Prospectus, with the SEC as soon as practicable after the date hereof. ACNB and Traditions shall use their reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and Traditions and ACNB shall thereafter promptly mail the Proxy Statement/Prospectus to their respective shareholders. ACNB and Traditions shall use commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and each party shall furnish all information concerning itself and the holders of its common stock as may be reasonably requested in connection with any such action. (b) Each party shall provide the other with any information concerning itself that the other may reasonably request in connection with the drafting and preparation of the Proxy Statement/Prospectus, and each party shall notify the other promptly of the receipt of any comments of the SEC with respect to the Proxy Statement/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the other promptly copies of all correspondence between such party or any of their representatives and the SEC. No filing of the Registration Statement, including any amendment thereto shall be made without the parties each having the opportunity to review, comment on and revise the Registration Statement. ACNB and Traditions agree to use commercially reasonable best efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement/Prospectus and all required amendments and supplements thereto to be mailed to the holders of Traditions Common Stock and ACNB Common Stock entitled to vote at their respective shareholders meetings at the earliest practicable time. (c) ACNB and Traditions shall promptly notify the other party if at any time it has Knowledge that the Proxy Statement/Prospectus or the Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make all filings forthe statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, the parties shall cooperate in the preparation of a supplement or amendment to such Proxy Statement/Prospectus that corrects such misstatement or omission, and ACNB shall file an amended Registration Statement with the SEC, and the parties shall mail an amended Proxy Statement/Prospectus to their respective shareholders. (d) In addition to, and not by way of limitation of, the covenants of the parties set forth in this Section 5.04, the parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, publications and filings (the “Regulatory Materials”), to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers approvals and authorizations of all Regulatory Authorities Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement. Agreement (b) CNYF including the Merger and Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. ACNB and Traditions shall have the right to review in advance, and, to the extent practicable, each will furnish Niagara Bancorp with consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information concerning CNYF relating to ACNB and CNYF Subsidiaries Traditions, as the case may be necessary or advisable be, that appears in connection with any Application or filing made by with, or on behalf of Niagara Bancorp to written materials submitted to, any Regulatory Authority Governmental Entity in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF will promptly furnish . In exercising the foregoing right, each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated parties shall act reasonably and as confidential. (d) promptly as practicable. The parties hereto agree that they will shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp will furnish CNYF with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara Bancorp. (e) CNYF and Niagara Bancorp will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be Governmental Entities necessary or advisable in connection with any Application or filing (including to consummate the Proxy Statement transactions contemplated by this Agreement and any report filed with each party will keep the SEC) made by or on behalf other apprised of Niagara Bancorp or CNYF the status of matters relating to any Regulatory Authority in connection with completion of the transactions contemplated by this Agreement. (e) Notwithstanding anything to the contrary in Section 5.04(d), in no event shall ACNB and such Traditions be required to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining any necessary permits, consents, approvals and authorizations of any Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on ACNB and Traditions (any of which, a “Materially Burdensome Regulatory Condition”). (f) ACNB and Traditions will use their commercially reasonable best efforts to ensure that the information relating to ACNB and Traditions that is provided by ACNB and Traditions, as applicable, for inclusion in the Proxy Statement/Prospectus or in any Regulatory Materials will be accurate and complete not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in all material respects. In connection therewithlight of the circumstances in which they are made, each party will provide certificates and other documents reasonably requested by the othernot misleading.

Regulatory Matters and Consents. (a) Niagara Bancorp First Leesport and Lockport Savings Merchants will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF Merchants will furnish Niagara Bancorp First Leesport with all information concerning CNYF and CNYF Subsidiaries Merchants as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Bancorp First Leesport to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Bancorp and CNYF First Leesport will promptly furnish each other Merchants with copies of all material written communications to, or received by them from First Leesport or any First Leesport Subsidiary from, any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Bancorp First Leesport will furnish CNYF Merchants with (i) copies of all Applications at least five (5) business days prior to filing with any Regulatory Authority and provide CNYF Merchants a reasonable opportunity to provide suggest changes to such Applications, and which suggested changes First Leesport may, in its reasonable discretion accept or reject, (ii) copies of all Applications filed by Niagara BancorpFirst Leesport and (iii) copies of all documents filed by First Leesport under the Exchange Act. (e) CNYF and Niagara Bancorp Merchants will cooperate with each other First Leesport in the foregoing matters and will furnish the responsible party First Leesport with all information concerning it Merchants and its subsidiaries any Merchants Subsidiary as may be necessary or advisable in connection with any Application or filing (including the Proxy Registration Statement and any report filed with the SEC) made by or on behalf of Niagara Bancorp or CNYF First Leesport to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party Merchants and any Merchants Subsidiary will provide certificates and other documents reasonably requested by the otherFirst Leesport.

Regulatory Matters and Consents. (a) Niagara Northwest Bancorp and Lockport Northwest Savings Bank will prepare all Applications and Applications, make all filings forfilings, and pay all filing fees for all Regulatory Approvals necessary or advisable to consummate the transactions contemplated by this Agreement; and Northwest Bancorp and Northwest Savings Bank will and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities Approvals necessary or advisable to consummate the transactions contemplated by this Agreement. The information supplied, or to be supplied, by Northwest Bancorp or Northwest Savings Bank for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material aspects. (b) CNYF Prestige Bancorp will furnish Niagara Northwest Bancorp with all information concerning CNYF Prestige Bancorp and CNYF Subsidiaries Prestige Bank as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Northwest Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. The information supplied, or to be supplied, by Prestige Bancorp for inclusion in the Applications will, at the time such documents are filed with any Regulatory Authority, be accurate in all material respects. (c) Niagara Northwest Bancorp and CNYF Prestige Bancorp will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority Authority, and notice of material oral communications with the Regulatory Authorities, in respect of the transactions contemplated hereby, except information which that is filed by either party which that is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all Regulatory Approvals and other necessary permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Northwest Bancorp will furnish CNYF Prestige Bancorp with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF Prestige Bancorp a reasonable opportunity to provide changes to such Applications, and (ii) copies of all Applications filed by Niagara BancorpNorthwest Bancorp and (iii) copies of all Regulatory Reports filed by Northwest Bancorp after the date hereof. (e) CNYF Prestige Bancorp and Niagara Bancorp Prestige Bank, and Northwest Bancorp, will cooperate with each other in the foregoing matters and will furnish the responsible party with all information concerning it and its subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Statement and any report filed with the SEC) made by or on behalf of Niagara Northwest Bancorp or CNYF Prestige Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party will provide certificates and other documents reasonably requested by the other.

Regulatory Matters and Consents. (a) Niagara Pocahontas Bancorp and Lockport Savings FCB will prepare all Applications and make all filings for, and use their best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (b) CNYF NARK will furnish Niagara Pocahontas Bancorp with all information concerning CNYF NARK and CNYF NARK Subsidiaries as may be necessary or advisable in connection with any Application or filing made by or on behalf of Niagara Pocahontas Bancorp to any Regulatory Authority in connection with the transactions contemplated by this Agreement. (c) Niagara Pocahontas Bancorp and CNYF NARK will promptly furnish each other with copies of all material written communications to, or received by them from any Regulatory Authority in respect of the transactions contemplated hereby, except information which is filed by either party which is designated as confidential. (d) The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities. Niagara Pocahontas Bancorp will furnish CNYF NARK with (i) copies of all Applications prior to filing with any Regulatory Authority and provide CNYF NARK a reasonable opportunity to provide changes to such ApplicationsApplications and approve any information included therein with respect to NARK, and (ii) copies of all Applications filed by Niagara BancorpPocahontas Bancorp and (iii) copies of all documents filed by Pocahontas Bancorp under the Exchange Act. (e) CNYF and Niagara Bancorp NARK will cooperate with each other Pocahontas Bancorp in the foregoing matters and will furnish the responsible party Pocahontas Bancorp with all information concerning it NARK and its subsidiaries NARK Subsidiaries as may be necessary or advisable in connection with any Application or filing (including the Proxy Registration Statement and any report filed with the SEC) made by or on behalf of Niagara Pocahontas Bancorp or CNYF to any Regulatory Authority in connection with the transactions contemplated by this Agreement, and such information will be accurate and complete in all material respects. In connection therewith, each party NARK will provide certificates and other documents reasonably requested by the otherPocahontas Bancorp.