Common use of Regulatory Matters Clause in Contracts

Regulatory Matters. (a) FSIC and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT shall file, as promptly soon as practicable, practicable (but in no case later than any case, within forty-five (545) Business Days after calendar days of the date of this Agreement), jointly prepare and file the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of HBI and FNB constituting a part thereof and all related documents. HBI shall prepare and furnish to FNB such information relating to it and its Subsidiaries, directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents. HBI and its legal, financial and accounting advisors shall have the right to review in advance and approve, which approval shall not be unreasonably withheld, conditioned or delayed, such Registration Statement prior to its filing. HBI agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. Each of FSIC HBI and CCT shall FNB agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if anyHBI shall promptly mail the Proxy Statement to its shareholders, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC expenses in connection therewith shall be borne in accordance with any such actionSection 9.3(a). (b) Each of FSIC HBI and CCT FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration 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. Each of HBI and FNB agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate at the dates of mailing to HBI’s shareholders Meeting 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, in the light of the circumstances under which such statements were made, not misleading. Each of HBI and FNB further agrees that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the 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 party thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by Law, disseminated to the shareholders of HBI. (c) FNB agrees to advise HBI, promptly after FNB 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 FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB 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 Registration Statement or for additional information. (d) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly (but in any case, within forty-five (45) calendar days of the date of this Agreement) prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger and the Bank Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. HBI and FNB shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to HBI or FNB, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. In furtherance and not in limitation of the foregoing, each of FNB and HBI shall use their respective reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB or HBI to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Regulatory Agencies or Governmental Entities that would reasonably be likely to have a Material Adverse Effect on the Surviving Company after giving effect to the Merger, after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, HBI agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of HBI and FNB following consummation of the Merger. (e) Each of FNB and HBI shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT HBI or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto transactions contemplated by this Agreement. (f) Each of FNB and HBI shall promptly notify the provide each other party (i) upon becoming aware of with any event written communications received from any Regulatory Agency or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC Governmental Entity with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC transactions contemplated by this Agreement and CCT shall will promptly advise the other upon receiving any oral communication with respect to the transactions contemplated by this Agreement from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactionstransactions this Agreement contemplates. (g) HBI and FNB shall consult with each other before issuing any press release with respect to the Merger or this Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that causes a party may, without the prior consent of the other party, but after such party consultation, to believe that there is a reasonable likelihood that any Regulatory Approval will not the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be obtained required by Law or that the receipt rules or regulations of any such approval may the SEC, the Federal Reserve Board, the FDIC, the OCC, the MDOFR or the NYSE. In addition, the Chief Executive Officers of HBI and FNB shall be materially delayed or conditionedpermitted to respond to appropriate questions about the Merger from the press. HBI and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after As of the date of this Agreement, jointly prepare the shipment of crude petroleum and file with refined petroleum products on the SEC Short Haul Pipelines are not subject to regulation by the Registration Statement. Each State of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionUtah. (b) Each of FSIC and CCT shall cooperate TLO has filed a request with the other in FERC for a determination that the preparation Short Haul Pipelines are not subject to FERC jurisdiction. In the event the shipment of crude petroleum or refined petroleum products on the Registration Statement and Short Haul Pipelines are determined by the FERC to be subject to FERC regulation, TLO shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection file with the Registration Statement FERC and diligently pursue a request for exemption from FERC filing and reporting requirements for the Short Haul Pipelines. TRMC agrees that it will not, during the Term, challenge or assist others in challenging TLO’s requested exemption from FERC regulation. If the FERC confirms that the Short Haul Pipelines are not subject to regulation, then TLO shall not take any other filing or application made further actions that would require any Segment to subsequently become subject to regulation by or on behalf of FSICthe FERC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is except as required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration StatementApplicable Law. (c) Subject In the event that the FERC asserts jurisdiction over the shipment of crude petroleum or refined petroleum products on the Short Haul Pipelines, the Parties agree to applicable Lawnegotiate in good faith to adjust the terms of this Agreement and the Transportation Fee to conform to FERC requirements and to preserve, to the extent possible, each of FSIC and CCT shall promptly advise Party’s economic benefits under this Agreement. The Parties further agree that in the other upon receiving any communication from any Governmental Entity, the consent or approval of which event TLO is required for consummation to file a tariff with the FERC with respect to any of the TransactionsShort Haul Pipelines, that causes such party TLO will first obtain the agreement of TRMC to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt rates, terms and conditions of any such approval may tariff, consistent with FERC ratemaking principles, which shall not cause TRMC’s aggregate fees for shipping the minimum throughput commitment to exceed the amount payable for such shipments under the terms stated herein. (d) The Parties are entering into this Agreement in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affect the crude petroleum or refined petroleum products to be throughput hereunder, or any receipt, throughput delivery, transportation, handling or storage of crude petroleum or petroleum products hereunder or the ownership, operation or condition of the Storage Facility. Each Party shall fully comply with all Applicable Law associated with such Party’s respective performance hereunder and the maintenance and operation of such Party’s facilities. In the event any action or obligation imposed upon a Party under this Agreement shall at any time be in conflict with any requirement of Applicable Law, then this Agreement, shall immediately be modified to conform the action or obligation so adversely affected to the requirements Applicable Law, and all other provisions of this Agreement shall remain effective. (e) If during the Term, any new Applicable Law becomes effective or any existing Applicable Law are or its interpretations is materially delayed or conditionedchanged, which change is not addressed by another provision of this Agreement and has a material adverse economic impact upon a Party either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement with respect to future performance. The Parties shall then meet and negotiate in good faith amendments to this Agreement that will conform this Agreement to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.

Regulatory Matters. (a) FSIC TD Banknorth agrees to prepare a registration statement on Form S-4 or other applicable form (as may be amended, the “Registration Statement”) to be filed by TD Banknorth with the SEC in connection with the issuance of TD Banknorth Common Stock in the Merger (including the prospectus of TD Banknorth and CCT shall the joint proxy statement and other proxy solicitation materials of Hxxxxx United and TD Banknorth constituting a part thereof (as may be amended, the “Proxy Statement/Prospectus”) and all related documents). Provided that Hxxxxx United has fulfilled its obligations under Section 7.1(d) in all material respects, TD Banknorth agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement/Prospectus with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC Hxxxxx United and CCT shall TD Banknorth agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. TD Banknorth also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals required to carry out the Transactionstransactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, if anyHxxxxx United and TD Banknorth shall promptly mail the Proxy Statement/Prospectus to their respective shareholders. If at any time prior to the Effective Time any information relating to Hxxxxx United, TD Banknorth or their respective affiliates, officers or directors, should be discovered by Hxxxxx United or TD Banknorth which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and CCT shall use reasonable best efforts disseminated to furnish all information concerning CCT the shareholders of Hxxxxx United and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionTD Banknorth. (b) Each of FSIC Hxxxxx United and CCT TD Banknorth shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and other third parties which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Notwithstanding the foregoing, nothing contained herein shall be deemed to require TD Banknorth to take any action, or commit to take any action, or agree to any conditions or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or other third parties that would reasonably be expected to result in the imposition of a condition or restriction of the type referred to in Section 8.2(c). (c) Hxxxxx United and TD Banknorth shall promptly inform each other of any material communication from, and shall give the other a reasonable opportunity to review in the preparation advance any material communication intended to be given by it to, any Governmental Entity regarding any of the Registration Statement and shall furnish transactions contemplated by this Agreement (other than any confidential portion thereof that relates solely to the party receiving such communication from or providing such communication to such Governmental Entity). (d) Each of Hxxxxx United and TD Banknorth shall, upon request, furnish the other with all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Registration Statement Statement, the Proxy Statement/Prospectus or any other filing statement, filing, notice or application to be made by or on behalf of FSIC, CCT any Party or any of their respective Consolidated its Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactionstransactions contemplated by this Agreement. Prior Hxxxxx United further agrees to the Effective Timecooperate with TD Banknorth and TD Banknorth’s counsel and accountants in requesting and obtaining appropriate opinions, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described consents and letters from its financial advisor and independent registered public accounting firm in an amendment to connection with the Registration Statement or in a supplement to Statement, the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus other such statement, filing, notice or the Registration Statementapplication. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC TCPC and CCT BCIC shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT TCPC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the MergersMerger. CCT BCIC and FSIC TCPC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC effectiveness and shall also use its their respective reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT . BCIC shall use reasonable best efforts to furnish all information concerning CCT BCIC and the holders of CCT BCIC Common Stock as may be reasonably requested by FSIC TCPC in connection with any such actionactions. (b) Each of FSIC TCPC and CCT BCIC shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICTCPC, CCT BCIC or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC TCPC and CCT BCIC shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Cipher shall be responsible for (i)matters relating to the maintenance of the Regulatory Approvals for the Product, including compliance with all Regulatory Requirements and CCT shall as promptly as practicableotherwise keeping the Product NDA in force, but in no case later than five and (5ii) Business Days after the date of this Agreement, jointly prepare and file all communications with the SEC Regulatory Authorities associated with the Registration StatementProduct NDA including all ADE reporting and periodic safety update reporting (“PSUR”). Each of FSIC and CCT Distributor shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain responsible for providing on a timely basis all necessary state securities Law or “blue sky” permits documentation needed for all regulatory filings relating to the Marketing of the Product in the Territory with the Regulatory Authority, including all pharmacovigilance data needed for PSUR. Notwithstanding the foregoing, Distributor will be responsible for pharmacovigilance spontaneous reporting to the Regulatory Authority with a copy to Cipher and approvals required Distributor will provide information necessary for submission by Cipher to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionRegulatory Authorities. (b) Each of FSIC and CCT Distributor shall cooperate with the other he responsible for all remaining pharmacovigilance activities in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested Territory, including receiving, monitoring, responding promptly to, tracking, or as may otherwise be reasonably necessary required by applicable Law and Regulatory Authority, all Product-related inquiries, Product quality complaints, and ADE reports received by Distributor, its Affiliates or advisable in connection with SubDistributors or by Cipher (and which Cipher shall have forwarded to Distributor) from individuals and/or health care professionals from within the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration StatementTerritory. (c) Subject All communications by either Party with the Regulatory Authority in each jurisdiction in the Territory relating to applicable Law, each of FSIC and CCT the Product as Marketed in the Territory shall promptly advise on a timely basis be provided in writing to the other upon receiving Party, and each Party shall provide on a timely basis to the other Party (i) copies of all documents sent to or received from the Regulatory Authority regarding the Product and the NDA and (ii) notice of any communication from any Governmental Entity, proposed calls or meetings with a Regulatory Authority relating to the consent Product or approval NDA. Cipher shall provide an opportunity to discuss with Distributor topics relevant to such calls and meetings and consider in good faith Distributor’s interest with regard to such matters. (d) [***] shall be responsible for Prescription Drug User Fees for the Product (excluding establishment fees) associated with the maintenance of which is required for consummation Regulatory Approval of the TransactionsProduct during the Term, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that commencing with the receipt of 2011 fiscal year (October 1st 2010 through September 30, 2011) and, if applicable, shall reimburse [***] for any such approval Prescription Drug User Fees for the Product paid by [***] with respect to any fiscal year within [***] days of receiving an invoice from [***]. Notwithstanding the foregoing, provided the [***] is made to [***] by no later than June 30, 2011, [***] may postpone reimbursement of the Prescription Drug User Fees for the 2011 fiscal year until the earlier of thirty (30) after the First Commercial Sale, or September 30, 2011. [***] shall be materially delayed responsible for Prescription Drug User Fees for the Product, if any, for fiscal years prior to the 2011 fiscal year. [***] shall also be solely responsible for establishment fees related to the manufacture of the Product to the extent it is responsible for manufacturing the Product. (e) Distributor shall be responsible for all matters relating to the Other Approvals for the Product including filing the Product with, maintaining the Product on and dealing with, any federal, state, or conditionedprivate formularies. Distributor will apply for and will hold the Other Approvals in Distributor’s name at all times for the benefit of Cipher. Distributor shall be responsible for all regulatory filings relating to the Product with the Other Authorities.

Regulatory Matters. In the event that Celgene determines that any regulatory filings for any Licensed Antibodies and/or Licensed Products are required for any activities hereunder, including INDs, XXXx and other Regulatory Approvals (aas applicable), then Celgene (or its designee) FSIC and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under sole right, in its discretion, to seek to obtain and maintain such regulatory filings (in its or its designee’s name). In addition, Celgene (or its designee) shall have the Securities Act sole right to communicate and otherwise interact with Regulatory Authorities with respect to the Licensed Antibodies and/or Licensed Products, including with respect to any Regulatory Materials in connection therewith. Prothena (and its Affiliates) shall have no right to, and shall not, make any regulatory filings related to any Licensed Antibodies and/or Licensed Products or otherwise interact with any Regulatory Authorities with respect to the Licensed Antibodies and/or Licensed Products; provided that, as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be extent reasonably requested by FSIC Celgene in writing, Prothena shall interact with Regulatory Authorities in connection with Licensed Antibodies and/or Licensed Products with respect to matters related to the Licensed Program activities conducted by or on behalf of Prothena under the Master Collaboration Agreement or with respect to any Prothena Ongoing Program Activities. Notwithstanding the foregoing, until such time as a given Existing Regulatory Material is assigned and transferred to Celgene in accordance with Section 2.2.1 or 2.2.2 (as applicable), Prothena shall be responsible for all communications and interactions with Regulatory Authorities with respect to such Existing Regulatory Material; provided that, in connection with any such action. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish activities by Prothena, Prothena shall, to the other all information extent reasonably requested as may be reasonably necessary by Celgene, consult and coordinate with Celgene with respect thereto (including allowing Celgene to attend or advisable participate in any meetings or other interactions with Regulatory Authorities to the extent such attendance is not prohibited or limited by such Regulatory Authority) and Prothena shall accommodate and comply with any reasonable requests made by Celgene in connection with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries therewith (including that Prothena shall submit to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware Celgene a copy of any event or circumstance that is required proposed filings and correspondence with any Regulatory Authority for Celgene’s review and approval prior to be described submission thereof). At the request of Celgene, Prothena shall reasonably assist Celgene in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus communications and (ii) after the receipt by it of any comments of the SEC filings with Regulatory Authorities with respect to the Joint Proxy Statement/Prospectus or the Registration StatementLicensed Antibodies and/or Licensed Products. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC and CCT SYBT shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration StatementS-4, in which the Proxy Statement will be included as a prospectus. Each of FSIC SYBT and CCT KTYB shall use its reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement S-4 effective as for so long as necessary to consummate the Mergerstransactions contemplated by this Agreement. CCT and FSIC KTYB shall use reasonable best efforts thereafter as promptly as practicable (but in no event later than 15 days after the S-4 becomes effective) mail or deliver the Proxy Statement to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessshareholders of KTYB. FSIC SYBT shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT KTYB shall use reasonable best efforts to furnish all information concerning CCT KTYB and the holders of CCT KTYB Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file, or cause to be prepared and filed, all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Regulatory Agencies and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all permits, consents, approvals and authorizations of all Regulatory Agencies and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than 45 days after the date of this Agreement, SYBT and KTYB shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. SYBT and KTYB shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. SYBT and KTYB shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the preparation exchange of information, the non-confidential portions of all the information relating to KTYB or SYBT, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Registration Statement parties shall act reasonably and shall furnish 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other all apprised of the status of matters relating to completion of the transactions contemplated hereby. (c) In furtherance and not in limitation of the foregoing, each of SYBT and KTYB shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require SYBT or KTYB to take any action, or commit to take any action, or agree to any condition or restriction that would reasonably be expected to have a Material Adverse Effect on SYBT and the SYBT Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). (d) SYBT and KTYB shall, upon request, furnish each other with information reasonably requested concerning themselves, their Subsidiaries, directors, officers and shareholders and other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICSYBT, CCT KTYB or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to To the extent permitted by applicable Lawlaw, each of FSIC SYBT and CCT KTYB shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such the receiving party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may Requisite Regulatory Approval will be materially delayed delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or conditionedapprovals from (i) the FRB, the FDIC and the KDFI, and (ii) any other approvals set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those other authorizations, consents, orders or approvals the failure of which to be obtained would reasonably be expected to have a Material Adverse Effect on SYBT.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after reasonably practicable following the date of this Agreementhereof, jointly Tower and First Xxxxxxx shall cooperate in preparing and each shall cause to be filed with the SEC mutually acceptable Proxy Materials which shall constitute the proxy statement-prospectus relating to the matters submitted to the First Xxxxxxx shareholders and the Tower shareholders at their respective Special Meetings and Tower shall prepare and file with the SEC the Registration Statement. The proxy statement-prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Tower’s prospectus. Each of FSIC Tower and CCT First Xxxxxxx shall use its reasonable best efforts to have the Registration Statement declared effective under by the Securities Act as promptly as practicable after such filing SEC and to keep the Registration Statement effective as long as is necessary to consummate the MergersMerger and the transactions contemplated thereby. CCT Tower and FSIC First Xxxxxxx shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Registration Statement received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) of the Proxy Materials or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or Proxy Materials, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Tower will use reasonable best efforts to allow First Xxxxxxx to cause the Joint Proxy Statement/Prospectus Materials to be mailed to First Xxxxxxx shareholders as promptly mailed as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Tower Common Stock issuable in connection with the Merger for offering or delivered sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement. If at any time prior to the Effective Time any information relating to Tower or First Xxxxxxx, or any of their respective stockholders upon affiliates, officers or directors, should be discovered by Tower or First Xxxxxxx, which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Materials so that any of such effectiveness. FSIC documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of First Xxxxxxx. (b) The information regarding First Xxxxxxx and the First Xxxxxxx Subsidiaries to be supplied by First Xxxxxxx for inclusion in the Registration Statement will not, at the time the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The information regarding Tower and its Subsidiaries to be supplied by Tower for inclusion in the Registration Statement will not, at the time the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (d) Tower also use its reasonable best efforts shall take any action (other than qualifying to obtain all necessary do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities Law or “blue sky” permits laws in connection with the Merger and approvals required to carry out the Transactions, if any, each of First Xxxxxxx and CCT Tower shall use reasonable best efforts to furnish all information concerning CCT it and the holders of CCT its Common Stock as may be reasonably requested by FSIC in connection with any such action. (be) Each Prior to the Effective Time, Tower shall take such action as is necessary in order to list on the Nasdaq Global Market the additional shares of FSIC Tower Common Stock to be issued by Tower in exchange for the shares of First Xxxxxxx Common Stock. (f) Tower and CCT First Xxxxxxx will prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations or waivers thereof of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger). Tower and First Xxxxxxx shall cooperate with each other to effect the foregoing. First Xxxxxxx and Tower shall have the right to review in advance, and to the extent practicable each will consult the other on, in the preparation of the Registration Statement and shall furnish each case subject to applicable Laws relating to the other exchange of information, all the information reasonably requested relating to First Xxxxxxx or Tower, as the case may be reasonably necessary be, which appears in any filing made with, or advisable in connection with the Registration Statement written materials submitted to, any third party or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the other Transactionstransactions contemplated hereby. Prior to In exercising the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statementtransactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (cg) Subject to applicable Law, each of FSIC Tower and CCT First Xxxxxxx shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed delayed. (h) First Xxxxxxx shall suspend or conditionedterminate its dividend reinvestment plan as soon as practicable after execution of this Agreement and in no event shall it issue any shares of First Xxxxxxx Common Stock or sell any shares of First Xxxxxxx Common Stock held in treasury under or pursuant to its dividend reinvestment plan.

Regulatory Matters. (a) FSIC GCBS and CCT CVBG shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration StatementJoint Proxy Statement and GCBS shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of FSIC GCBS and CCT CVBG shall use its their reasonable best efforts in consultation with their respective legal counsel to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT GCBS and FSIC CVBG shall use reasonable best efforts to cause thereafter mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective stockholders upon such effectivenessshareholders. FSIC GCBS shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT CVBG shall use reasonable best efforts to furnish all information concerning CCT CVBG and the holders of CCT Common CVBG Capital Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to or after the Effective Time any information relating to either of the parties, or their respective affiliates, officers or directors, should be discovered by either party which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of GCBS and CVBG. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. GCBS and CVBG shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information relating to GCBS or CVBG, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) Each of GCBS and CVBG shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICCVBG, CCT GCBS or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each Each of FSIC GCBS and CCT CVBG shall promptly advise the other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that the receipt of any such approval may will be materially delayed delayed. (e) GCBS and CVBG shall promptly furnish each other with copies of written communications received by GCBS and CVBG, as the case may be, or conditionedany of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement.

Regulatory Matters. (a) FSIC GBDC and CCT GCIC shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT GBDC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT GCIC and FSIC GBDC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC GBDC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT GCIC shall use reasonable best efforts to furnish all information concerning CCT GCIC and the holders of CCT GCIC Common Stock as may be reasonably requested by FSIC GBDC in connection with any such action. (b) Each of FSIC GBDC and CCT GCIC shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICGBDC, CCT GCIC or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC GBDC and CCT GCIC shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after reasonably practicable following the date of this Agreementhereof, jointly Parent and the Company shall cooperate in preparing and shall cause to be filed with the SEC mutually acceptable proxy materials which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare and file with the SEC a registration statement on Form S-4 (of which the Registration Joint Proxy Statement/Prospectus shall be a part) with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"). Each of FSIC Parent and CCT the Company shall use reasonable best efforts to have the Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each party will provide the other party with a copy of all such filings made with the SEC. Parent shall use its reasonable best efforts to have take any action required to be taken under any applicable state securities laws in connection with the Registration Statement declared effective under Merger and each party shall furnish all information concerning it and the Securities Act others of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly as practicable after such filing and to keep it receives notice thereof, of the Registration Statement effective as long as necessary to consummate time when the Mergers. CCT and FSIC shall use reasonable best efforts to cause Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to either of the parties, or their respective Affiliates, officers or directors, should be discovered by either party which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly mailed or delivered filed with the SEC and disseminated to their respective the stockholders upon such effectivenessof Parent and the Company. FSIC Parent shall also use its reasonable best efforts to obtain prior to the effective date of the Form S-4 all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with the Merger and the other transactions contemplated by this Agreement and will pay all expenses incident thereto; provided, that Parent shall not be required to qualify to do business in any such actionjurisdiction in which it is not now so qualified to do business, to file a general consent to service of process in any jurisdiction in which it is not now so qualified or to subject itself to taxation in any jurisdiction in which it is not now so qualified to do business. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties or Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitations, any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")). The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. The terms of this Section 6.1(b) shall not apply to documents filed pursuant to Item 4(c) of the Registration Statement Pre-Merger Notification and shall furnish Report Form filed under the HSR Act or communications regarding the same or documents or information submitted in response to any request for additional information or documents pursuant to the HSR Act which reveal Parent's or the Company's negotiating objectives or strategies or purchase price expectations. 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 third parties or Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby. (c) Parent and the Company shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement/Prospectus, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICParent, CCT the Company or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to transactions contemplated by this Agreement (including, without limitation, any such statement, filing notice or application mode under the Effective Time, each party hereto HSR Act). (d) Parent and the Company shall promptly notify furnish each other with copies of written communications received by Parent or the other party Company, as the case may be, or any of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. (ie) upon becoming aware Each of any event or circumstance that is Parent and the Company shall use its reasonable best efforts to take such action as may be required to be described in an amendment to cause the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments expiration of the SEC notice periods under the HSR Act with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC Merger and CCT shall promptly advise the other upon receiving any communication from any Governmental Entitytransactions contemplated herein as promptly as possible after the date hereof; provided, the consent or approval of which is required for consummation of the Transactionshowever, that causes such party nothing in this Section 6.1 shall require Parent or Merger Sub to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that agree to the receipt imposition of conditions of any such approval may be materially delayed or conditionedrequirement of divestiture as a result of antitrust concerns.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicablepracticable following the Effective Date, but in no case later than five (5) Business Days after the date of this Agreement, jointly Company shall prepare and file with the SEC the Registration Company Proxy Statement. Each The Purchaser and the Company will cooperate and consult with each other in the preparation of FSIC the Company Proxy Statement. Without limiting the generality of the foregoing, the Purchaser will use its commercially reasonable efforts to furnish the Company with the information relating to it (and CCT to the New Directors) required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company Proxy Statement three (3) Business Days after the Effective Date. At least five (5) Business Days prior to the filing of the Company Proxy Statement, the Company shall provide a draft of the Company Proxy Statement to the Purchaser for review. No filing of the Company Proxy Statement with the SEC shall occur without the written approval of the Purchaser or its counsel, which approval shall not be unreasonably withheld, delayed or conditioned. The Company shall consider in good faith and shall use its commercially reasonable best efforts to address any comments provided by the Purchaser with respect to such draft of the Company Proxy Statement in a manner that is mutually acceptable to the Company and the Purchaser before filing it with the SEC. Notwithstanding the foregoing, if the Company has given the Purchaser a draft of the Company Proxy Statement for review as provided above and the Purchaser or its counsel shall not have provided written comments on such draft of the Registration Company Proxy Statement declared effective under within five (5) Business Days thereafter, the Securities Act Company may assume that the Purchaser has approved of such draft and may proceed to file the Company Proxy Statement with the SEC without being deemed to have breached this Section 6.7 (but only if the information relating to the Purchaser and its Affiliates and contemplated members and to the New Directors is consistent in all material respects with any information furnished by the Purchaser). The Company shall use its commercially reasonable best efforts to respond as promptly as practicable to and resolve any written or oral comments from the SEC as promptly as practicable after such filing and to keep file the Registration Company Proxy Statement effective in definitive form as long soon as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if anypracticable thereafter, and CCT shall use reasonable best efforts each party agrees to furnish all information concerning CCT consult and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT shall cooperate with the other party in the preparation that regard. Upon filing of the Registration Company Proxy Statement and in definitive form with the SEC, the Company shall furnish thereafter mail or deliver the Company Proxy Statement to its shareholders. If at any time prior to the other all Closing any event occurs or information reasonably requested as may be reasonably necessary or advisable in connection with relating to the Registration Statement or any other filing or application made by or on behalf of FSICCompany, CCT or any of their respective Consolidated Subsidiaries to its affiliates, directors or officers, or the Purchaser or any Governmental Entity in connection with of its Affiliates, officers, or the Mergers and New Directors, should be discovered by the other Transactions. Prior to Company or the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance Purchaser that is required to should be described set forth in an amendment to the Registration Statement or in a supplement to the Joint Company Proxy Statement/Prospectus and (ii) after , so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the receipt by it of any comments statements therein, in light of the SEC with respect circumstances under which they were made, not misleading, the applicable party shall promptly disclose the same to the Joint Proxy Statement/Prospectus other, and the Company shall as soon as practicable file an appropriate amendment or supplement describing such information and, to the Registration Statement. (c) Subject to extent required by applicable Law, each of FSIC and CCT cause the same to be disseminated to the Company’s shareholders. No amendment or supplement to the Company Proxy Statement shall promptly advise be filed without the other upon receiving any communication from any Governmental Entity, the consent or approval of the Purchaser, which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will approval shall not be obtained or that the receipt of any such approval may be materially unreasonably withheld, delayed or conditioned.

Regulatory Matters. (a) FSIC and CCT shall as promptly as practicable, but in no case later than five (5) Business Days Promptly after the date of this Agreement, jointly Brookline and Berkshire shall prepare and file with the SEC the Registration StatementJoint Proxy Statement and Berkshire shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. The parties shall use reasonable best efforts to make such filings within forty (40) days of the date of this Agreement. Each of FSIC Berkshire and CCT Brookline shall use its reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing filings, and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT Berkshire and FSIC Brookline shall use reasonable best efforts to cause thereafter mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective stockholders upon such effectivenessstockholders. FSIC Berkshire shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Brookline shall use reasonable best efforts to furnish all information concerning CCT Brookline and the holders of CCT Brookline Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with the each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the preparation case of applications, notices, petitions and filings in respect of the Registration Statement Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within forty (40) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and shall furnish to the other authorizations of all information reasonably requested as may be reasonably third parties and Governmental Entities which are necessary or advisable in connection to consummate the transactions contemplated by this Agreement (including the Merger, the Holdco Merger and the Bank Merger), and to comply with the Registration Statement terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Berkshire and Brookline shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Brookline or any other filing or application made by or on behalf of FSICBerkshire, CCT or as the case may be, and any of their respective Consolidated Subsidiaries to Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Mergers and transactions contemplated by this Agreement. In exercising the other Transactions. Prior to the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statement. (c) Subject to applicable Law, transactions contemplated by this Agreement and each of FSIC and CCT shall promptly advise party will keep the other upon receiving apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any communication from meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the consent other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable law. As used in this Agreement, “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approval approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (x) from the Federal Reserve Board, the RIDOB, the NYDFS and the MDOB and (y) set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger, the Holdco Merger and the Bank Merger, or those the failure of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained would reasonably be expected to have, individually or that in the receipt of any such approval may be materially delayed or conditionedaggregate, a Material Adverse Effect on the Surviving Corporation.

Regulatory Matters. (a) FSIC For the purposes of holding the Shareholders Meeting (as such term is defined in Section 5.7 hereof), and CCT qualifying under applicable federal and state securities laws the HUBCO Common Stock to be issued to LFB shareholders in connection with the Merger, the parties hereto shall as promptly as practicable, but cooperate in no case later than five (5) Business Days after the date of this Agreement, jointly prepare preparation and file filing by HUBCO with the SEC of a Registration Statement including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state and federal laws, including the 1933 Act, the 1934 Act and applicable state securities laws and the rules and regulations thereunder (such proxy statement and prospectus in the form mailed by LFB and HUBCO to the LFB shareholders together with any and all amendments or supplements thereto, being herein referred to as the "Proxy Statement-Prospectus" and the various documents to be filed by HUBCO under the 1933 Act with the SEC to register the HUBCO Common Stock for sale, including the Proxy Statement-Prospectus, are referred to herein as the "Registration Statement. Each of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such action"). (b) Each of FSIC HUBCO shall furnish LFB with such information concerning HUBCO and CCT shall cooperate its Subsidiaries (including, without limitation, information regarding other transactions which HUBCO is required to disclose) as is necessary in order to cause the Proxy Statement-Prospectus, insofar as it relates to such corporations, to comply with Section 5.6(a) hereof. HUBCO agrees promptly to advise LFB if at any time prior to the Shareholders' Meeting any information provided by HUBCO in the Proxy Statement-Prospectus becomes incorrect or incomplete in any material respect and promptly to provide LFB with the other information needed to correct such inaccuracy or omission. HUBCO shall promptly furnish LFB with such supplemental information as may be necessary in order to cause the Proxy Statement-Prospectus, insofar as it relates to HUBCO and the HUBCO Subsidiaries, to comply with Section 5.6(a) after the mailing thereof to LFB shareholders. (c) LFB shall furnish HUBCO with such information concerning LFB as is necessary in order to cause the Proxy Statement-Prospectus, insofar as it relates to LFB, to comply with Section 5.6(a) hereof. LFB agrees promptly to advise HUBCO if at any time prior to the Shareholders' Meeting, any information provided by LFB in the preparation Proxy Statement-Prospectus becomes incorrect or incomplete in any material respect and promptly to provide HUBCO with the information needed to correct such inaccuracy or omission. LFB shall promptly furnish HUBCO with such supplemental information as may be necessary in order to cause the Proxy Statement-Prospectus, insofar as it relates to LFB and the Association to comply with Section 5.6(a) after the mailing thereof to LFB shareholders. (d) HUBCO shall as promptly as practicable make such filings as are necessary in connection with the offering of the HUBCO Common Stock with applicable state securities agencies and shall use all reasonable efforts to qualify the offering of such stock under applicable state securities laws at the earliest practicable date. LFB shall promptly furnish HUBCO with such information regarding the LFB shareholders as HUBCO requires to enable it to determine what filings are required hereunder. LFB authorizes HUBCO to utilize in such filings the information concerning LFB and the Association provided to HUBCO in connection with, or contained in, the Proxy Statement-Prospectus. HUBCO shall furnish LFB's counsel with copies of all such filings and keep LFB advised of the status thereof. HUBCO and LFB shall as promptly as practicable file the Registration Statement containing the Proxy Statement-Prospectus with the SEC, and each of HUBCO and LFB shall promptly notify the other of all communications, oral or written, with the SEC concerning the Registration Statement and the Proxy Statement-Prospectus. (e) HUBCO shall furnish cause the HUBCO Common Stock issuable pursuant to the Merger to be listed on NASDAQ at the Effective Time. HUBCO shall cause the HUBCO Common Stock which shall be issuable pursuant to exercise of Stock Options to be accepted for listing on NASDAQ when issued. (f) The parties hereto will cooperate with each other and use their reasonable best efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement as soon as possible, including, without limitation, those required by the FDIC, the FRB, the OTS, the Department, the SEC and (if required) the DEP. Without limiting the foregoing, the parties shall use reasonable business efforts to file for approval or waiver by the appropriate bank regulatory agencies within 45 days after the date hereof. The parties shall each have the right to review in advance (and shall do so promptly) all filings with, including all information reasonably requested relating to the other, as the case may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICbe, CCT or and any of their respective Consolidated Subsidiaries to subsidiaries, which appears in any filing made with, or written material submitted to, any third party or Governmental Entity in connection with the Mergers transactions contemplated by this Agreement. (g) Each of the parties will promptly furnish each other with copies of written communications received by them or any of their respective subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (h) LFB acknowledges that HUBCO is in or may be in the process of acquiring other banks and financial institutions and that in connection with such acquisitions, information concerning LFB may be required to be included in the registration statements, if any, for the sale of securities of HUBCO or in SEC reports in connection with such acquisitions. HUBCO shall provide LFB and its counsel with copies of such registration statements at the time of filing. LFB agrees to provide HUBCO with any information, certificates, documents or other Transactions. Prior materials about LFB as are reasonably necessary to be included in such other SEC reports or registration statements, including registration statements which may be filed by HUBCO prior to the Effective Time. LFB shall use its reasonable efforts to cause its attorneys and accountants to provide HUBCO and any underwriters for HUBCO with any consents, each party hereto comfort letters, opinion letters, reports or information which are necessary to complete the registration statements and applications for any such acquisition or issuance of securities. HUBCO shall promptly notify reimburse LFB for reasonable expenses thus incurred by LFB should this transaction be terminated for any reason. HUBCO shall not file with the other party SEC any registration statement or amendment thereto or supplement thereof containing information regarding LFB unless LFB shall have consented in writing to such filing, which consent shall not be unreasonably delayed or withheld. (i) upon becoming aware Between the date of any event or circumstance that is required this Agreement and the Effective Time, LFB shall cooperate with HUBCO to be described in an amendment reasonably conform LFB's policies and procedures regarding applicable regulatory matters to the Registration Statement or in a supplement those of HUBCO, as HUBCO may reasonably identify to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect LFB from time to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Lawtime, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entityprovided, the consent or approval of which is required for consummation of the Transactionshowever, that causes implementation of such party to believe that there is a reasonable likelihood that any Regulatory Approval will not conforming actions may at LFB's discretion be obtained or that delayed until the time period following receipt of any such approval may be materially delayed or conditionedshareholder and all regulatory approvals, as provided at Section 5.15.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after practicable following the date of this Agreement, jointly HomeTrust shall promptly prepare and file with the SEC the Registration Form S-4, in which the Proxy Statement, which will be prepared jointly by HomeTrust and Jefferson, will be included. Each of FSIC HomeTrust and CCT Jefferson shall use its commercially reasonable best efforts to respond as promptly as practicable to any written or oral comments from the SEC or its staff with respect to the Form S-4 or any related matters. Each of Jefferson and HomeTrust shall use its commercially reasonable best efforts to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective maintain such effectiveness for as long as necessary to consummate the MergersMerger and the other transactions contemplated by this Agreement. CCT and FSIC Upon the Form S-4 being declared effective, Jefferson shall use reasonable best efforts thereafter mail or deliver the Proxy Statement to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessits shareholders. FSIC HomeTrust shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Jefferson shall use reasonable best efforts to furnish all information concerning CCT Jefferson and the holders of CCT Jefferson Common Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to Jefferson or HomeTrust, or any of their respective affiliates, directors or officers, should be discovered by Jefferson or HomeTrust that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to Jefferson’s shareholders. (b) Each In addition to their obligations pursuant to Section 6.1(a), Jefferson and HomeTrust shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “Blue Sky” laws and regulations promulgated thereunder and provide each other with copies of FSIC any such filings. HomeTrust and CCT Jefferson shall advise the other party, promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of HomeTrust Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Proxy Statement or the Form S-4, comments thereon from the SEC’s staff and each party’s responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the Form S-4 shall be filed without the approval of each of Jefferson and HomeTrust, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, HomeTrust and Jefferson shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the preparation most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the Registration Statement conditions precedent to the obligations of Jefferson (in the case of HomeTrust) or HomeTrust (in the case of Jefferson) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, expirations or terminations of waiting periods under the HSR Act or other antitrust laws, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain expirations or terminations of waiting periods under the HSR Act or other antitrust laws, an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger, the Bank Merger and to fully carry out the purposes of this Agreement. The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file, and cause their respective Subsidiaries to prepare and file, all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and other Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or other Governmental Entities. In furtherance (but not in limitation) of the foregoing, HomeTrust shall, and shall cause HomeTrust Bank to, use commercially reasonable efforts to file any required applications, notices or other filings with the Federal Reserve Board, the DFI, the OCC, the FDIC, if applicable, and under the HSR Act, if applicable, within forty-five (45) days after the date hereof. Jefferson and HomeTrust shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Jefferson or HomeTrust, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or other Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and other Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. (d) Each of HomeTrust and Jefferson shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICHomeTrust, CCT Jefferson or any of their respective Consolidated Subsidiaries to any Regulatory Agency or other Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to applicable Law, each Each of FSIC HomeTrust and CCT Jefferson shall promptly advise the other upon receiving any communication from any Regulatory Agency or other Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed delayed, or conditionedthat any such approval may contain an Unduly Burdensome Condition (as defined in Section 7.2(d)).

Regulatory Matters. (a) FSIC and CCT NGP shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statementpreliminary proxy materials that shall constitute the "PROXY STATEMENT/PROSPECTUS". Each of FSIC and CCT NGP shall use its all reasonable best efforts to have the cause a definitive Proxy Statement/Prospectus and Registration Statement declared effective under relating to the Securities Act adoption of this Agreement and the transactions contemplated hereby by NGP's stockholders to be filed as promptly as practicable after such filing filing, and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC NGP shall thereafter use all reasonable best efforts to cause the Joint Registration Statement to become effective and mail or deliver the Proxy Statement/Prospectus to its stockholders. The Price Entities and the members of the Price Group shall be promptly mailed given an opportunity to review and comment on the Proxy Statement/Prospectus and any amendment or delivered supplement thereto prior to their respective stockholders upon filing with the SEC and NGP shall consider any such effectivenesscomments in good faith. FSIC NGP shall also use its all reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT each member of the Price Group shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock such party as may be reasonably requested by FSIC NGP in connection with (i) any such actionaction and (ii) any Proxy Statement/Prospectus or Registration Statement. NGP agrees to provide the Price Entities any comments which NGP or its counsel receive from the staff of the SEC with respect to the Proxy Statement/Prospectus promptly after receipt thereof. NGP agrees to correct any information provided by the Price Group that shall have become false or misleading in any respect and NGP further agrees to take all reasonable steps to cause such Proxy Statement/Prospectus as so corrected to be filed with the SEC and disseminated to NGP's stockholders, in each case (i) to the extent requested by the Price Group and (ii) as and to the extent required by the applicable provisions of the Securities Laws. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities. NGP, on the one hand, and the Prices, AGC and GEI, on the other hand, shall be provided with the opportunity to review in advance, and, to the preparation extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to NGP, Newco, AGC, GEI or the Transferred Entities, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) NGP, on the one hand, and the Prices, AGC and GEI, on the other hand, shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICNewco, CCT NGP, AGC, GEI, the Transferred Entities or any of their respective Consolidated Subsidiaries to any Governmental Entity Authority in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable LawNGP, each of FSIC on the one hand, and CCT the Prices, AGC and GEI, on the other hand, shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Authority whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. Without limiting the generality of the undertakings pursuant to this Section 6.5, the parties hereto shall (ai) FSIC and CCT shall provide or cause to be provided as promptly as practicablereasonably practicable to Governmental Entities with jurisdiction over any Antitrust Laws information and documents requested by any Governmental Entity as necessary, but in no case later than five (5) Business Days after proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this AgreementAgreement (provided that in the case of the filing under the HSR Act, jointly prepare such filing shall be made on or prior to the tenth (10th) business day following the date of this Agreement (unless otherwise agreed to in writing by the parties hereto)) and file thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws, and (ii) subject to the terms set forth in Section 6.5(e) hereof, use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the SEC HSR Act or other applicable Antitrust Laws, without the Registration Statementprior written consent of the other party (such consent not to be unreasonably withheld or delayed). Each of FSIC the parties hereto will (i) use its reasonable best efforts to contest on the merits, through litigation in United States District Court (or state court, if applicable) or other applicable courts or through administrative or other procedures, any objections or opposition raised by any Governmental Entity or other Person in respect of the transactions contemplated by this Agreement, (ii) use its reasonable best efforts to defend on appeal any favorable Order on the merits in United States District Court (or state court, if applicable) or in other applicable courts or through administrative or other and CCT shall (iii) use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed overturned or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested reversed on appeal any Orders issued by FSIC in connection with any such action. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement a United States District Court or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with prohibiting the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditionedtransactions contemplated by this Agreement.

Regulatory Matters. (a) FSIC Preparing and CCT Filing Regulatory Materials during Clinical Development. During the clinical development of the Combination Therapy in accordance with this Agreement and the Development Plan, Affimed shall as promptly as practicablebe solely responsible for preparing and filing all Regulatory Materials for the Combination Therapy at its sole cost. During the clinical development, but in no case later than five Affimed shall (5i) Business Days after be the date holder of this Agreement, jointly prepare all Regulatory Materials for the Combination Therapy and file (ii) have primary operational responsibility for interactions with the SEC applicable Regulatory Authorities in the Registration StatementTerritory with respect to the Combination Therapy. Each Upon Affimed’s request, Artiva shall at its own cost provide reasonable support with respect to preparation of FSIC Regulatory Materials for the Combination Therapy, including by providing any data and CCT information pertaining to the Artiva Product necessary for such filings (provided that Artiva may redact proprietary CMC, manufacturing process development information or any other information that Artiva reasonably determines to be competitively sensitive; provided further that if required by the applicable Regulatory Authority and upon Affimed’s request, Xxxxxx shall use its reasonable best efforts provide unredacted data and information directly to the Regulatory Authorities). Affimed shall provide Artiva with copies of proposed Regulatory Materials with respect to the Combination Therapy (except to the extent solely relating to the Affimed Product) reasonably prior to submission to the applicable Regulatory Authority, and Artiva shall have the Registration Statement declared effective under right to review and comment on such Regulatory Materials. [***]. Affimed shall promptly notify Artiva of all Regulatory Materials that Affimed submits for the Securities Act as Combination Therapy and shall promptly as practicable after provide Artiva with a copy of such filing and Regulatory Materials (except to keep the Registration Statement effective as long as necessary extent solely relating to consummate the Mergers. CCT and FSIC shall use reasonable best efforts Affimed Product) submitted to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionrelevant Regulatory Authorities. (b) Each of FSIC and CCT Interactions with Regulatory Authorities. Affimed shall cooperate be responsible for engaging, interfacing, corresponding or meeting with the other any Regulatory Authority regarding Combination Therapy in the preparation Territory. Affimed shall notify Artiva of any scheduled meeting or conference with any Regulatory Authority that relates to the Registration Statement Combination Therapy reasonably in advance of such meeting and shall furnish provide Artiva with any material documentation prepared for such meeting or conference prior to such meeting or conference (except to the other all information reasonably requested as may be reasonably necessary extent solely relating to the Affimed Product). In addition, Affimed shall promptly notify Artiva of any Regulatory Authority meetings or advisable in connection with the Registration Statement inspections, or any other filing events potentially impacting regulatory status of the Combination Therapy Trial or application made by or on behalf the Artiva Product promptly after Affimed becomes aware of FSICsuch. Artiva shall have the right (but not the obligation) to have a reasonable number of its personnel attend and participate in any such meetings, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers conferences and the other Transactions. Prior inspections, to the Effective Time, each party hereto extent permitted by Applicable Laws and to the extent they do not solely relate to the Affimed Product. Affimed shall promptly notify the other party (i) upon becoming aware without undue delay provide Artiva with copies of all correspondence to or from, and minutes of material meetings (including, for clarity, telephone conferences) with, any event or circumstance that is required Regulatory Authority relating to be described in an amendment to Development of the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and Combination Therapy, (ii) after the receipt by it of allow Artiva to review and provide comments on any correspondence to Regulatory Authority prior to submission, and (iii) consider Xxxxxx’s comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementsuch correspondence in good faith. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Target and CCT Parent shall as promptly as practicableprepare and file with the SEC, but in no case later than thirty-five (535) Business Days business days after the date of this Agreement, jointly the Joint Proxy Statement/Prospectus and Parent shall promptly prepare and file with the SEC the Registration Form S-4, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of FSIC Target and CCT Parent shall use its their reasonable best efforts in consultation with their respective legal counsel to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT Parent and FSIC Target shall use reasonable best efforts to cause thereafter promptly mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessshareholders. FSIC Parent shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Target shall use reasonable best efforts to furnish all information concerning CCT Target and the holders of CCT Common Target Capital Stock as may be reasonably requested by FSIC in connection with any such action. If at any time any information relating to any of the parties, or their respective affiliates, officers or directors, should be discovered by a party, which information should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and mailed, delivered or otherwise made available to the shareholders of Parent and Target. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file and cause their applicable Subsidiaries to promptly prepare and file all necessary documentation to effect all applications, notices, petitions and filings to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities or Regulatory Agencies which are reasonably necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Mergers and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities, Regulatory Agencies and third parties. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, Parent and Target shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any Governmental Entity or Regulatory Agency, including the FRB, FDIC, TDFI or NCCOB, in order to obtain the Requisite Regulatory Approvals. The parties hereto agree that they will consult with the other in parties hereto with respect to the preparation obtaining of all permits, consents, approvals and authorizations of all third parties, Governmental Entities and Regulatory Agencies necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the others apprised of the Registration Statement status of matters relating to completion of the transactions contemplated herein. Parent and shall Target agree to furnish to the each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement/Prospectus, the Form S-4, the Requisite Regulatory Approvals and any application, petition or any other filing statement or application made by or on behalf of FSICParent, CCT Parent Bank, Target or Target Bank or any of their respective Consolidated Subsidiaries affiliates to any Governmental Entity or Regulatory Agency in connection with the transactions contemplated by this Agreement. Parent and Target shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Parent or Target, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity or Regulatory Agency in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party shall consult with the other in advance of any meeting or conference with any third party or any Governmental Entity or Regulatory Agency in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity or Regulatory Agency, give the other party and its counsel the opportunity to attend and participate in such meetings and conferences, except to the extent such meetings and conferences relate to confidential supervisory information. Each party will provide the other with copies of any applications, notices, petitions or filings, and all correspondence relating thereto, prior to filing, other than any portions of material filed in connection therewith that contain confidential supervisory information or other information filed under a claim of confidentiality and, in each case, subject to applicable laws relating to the exchange of information. Each party acknowledges and agrees that nothing in this Agreement, including this Section 6.1 and Section 6.2, shall require any party to provide confidential supervisory information to any other party. (c) In furtherance and not in limitation of the foregoing, each of Parent and Target shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Parent, Target and their respective Subsidiaries. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or Target or their respective Subsidiaries to take, or agree to take, any actions specified in this Section 6.1 that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Mergers and the other Transactions. Prior Bank Merger (a “Burdensome Condition”). (d) Each of Parent and Target agrees, as to the Effective Timeitself and its Subsidiaries, each party hereto shall promptly notify the other party (i) upon becoming aware that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any event untrue statement of a material fact or circumstance that is omit to state any material fact required to be described stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after any amendment or supplement thereto will, at the receipt date of mailing to shareholders and at the time of the Parent Shareholders’ Meeting and the Target Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which such statement was made, not misleading. Each of Parent and Target further agrees that if it becomes aware that any information furnished by it of would cause any comments of the SEC with respect to statements in the Form S-4 or the Joint Proxy Statement/Prospectus 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 party thereof and to take appropriate steps to correct the Form S-4 or the Registration Joint Proxy Statement/Prospectus. (ce) Subject to To the extent permitted by applicable Lawlaw, each of FSIC Target and CCT Parent shall promptly advise the each other upon their (or their Subsidiaries’) receiving any communication from any Governmental Entity, the Entity or Regulatory Agency whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or obtained, that the receipt of any such approval may will be materially delayed or conditionedthat a Burdensome Condition might be imposed on any such Requisite Regulatory Approval.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after practicable following the date of this Agreement, jointly Buyer shall promptly prepare and file with the SEC the Registration Form S-4, in which the Proxy Statement, which will be prepared jointly by Buyer and Seller, will be included. Each of FSIC Buyer and CCT Seller shall use its commercially reasonable best efforts to respond as promptly as practicable to any written or oral comments from the SEC or its staff with respect to the Form S-4 or any related matters. Each of Seller and Buyer shall use its commercially reasonable best efforts to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective maintain such effectiveness for as long as necessary to consummate the MergersMerger and the other transactions contemplated by this Agreement. CCT and FSIC Upon the Form S-4 being declared effective, Seller shall use reasonable best efforts thereafter mail or deliver the Proxy Statement to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessholders of Seller Common Stock. FSIC Buyer shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Seller shall use reasonable best efforts to furnish all information concerning CCT Seller and the holders of CCT Seller Common Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to Seller or Buyer, or any of their respective affiliates, directors or officers, should be discovered by Seller or Buyer that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to the holders of Seller Common Stock. (b) Each In addition to their obligations pursuant to Section 6.1(a), Seller and Buyer shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or "Blue Sky" laws and regulations promulgated thereunder and provide each other with copies of FSIC any such filings. Buyer and CCT Seller shall advise the other party, promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Proxy Statement or the Form S-4, comments thereon from the SEC's staff and each party's responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the Form S-4 shall be filed without the approval of each of Seller and Buyer, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, Buyer and Seller shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the preparation most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the Registration Statement conditions precedent to the obligations of Seller (in the case of Buyer) or Buyer (in the case of Seller) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger, the Bank Merger and to fully carry out the purposes of this Agreement. The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file, and cause their respective Subsidiaries to prepare and file, all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and other Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or other Governmental Entities. In furtherance (but not in limitation) of the foregoing, Buyer shall, and shall cause Southern Bank to, use commercially reasonable efforts to file any required applications, notices or other filings with the Federal Reserve Board or the Division, if applicable, within sixty (60) days after the date hereof. Seller and Buyer shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Seller or Buyer, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or other Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and other Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. (d) Each of Buyer and Seller shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICBuyer, CCT Seller or any of their respective Consolidated Subsidiaries to any Regulatory Agency or other Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to applicable Law, each Each of FSIC Buyer and CCT Seller shall promptly advise the other upon receiving any communication from any Regulatory Agency or other Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed delayed, or conditionedthat any such approval may contain an Unduly Burdensome Condition (as defined in Section 7.2(d)).

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT file, as soon as practicable, the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of ANNB constituting a part thereof and all related documents. ANNB shall prepare and furnish to FNB such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and ANNB and its legal, financial and accounting advisors, shall have the right to review in advance and approve, which approval shall not be unreasonably withheld, such Registration Statement prior to its filing. ANNB agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. As long as ANNB has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC ANNB and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if any, and CCT ANNB shall use reasonable best efforts promptly mail at its expense the Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits shareholders. (b) Each of FSIC ANNB and CCT FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration 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 in this Agreement or necessary to make the statements in this Agreement not misleading. Each of ANNB and FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate contain any untrue statement of a material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements in this Agreement not misleading. Each of ANNB and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the 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 in this Agreement not false or misleading, to promptly inform the other party thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of ANNB. (c) FNB agrees to advise ANNB, promptly after FNB 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 FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB 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 Registration Statement or for additional information. (d) 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, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. ANNB and FNB shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to ANNB or FNB, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on FNB and its Subsidiaries, including the Surviving Company after giving effect to the Merger, taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, ANNB agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of ANNB and FNB following consummation of the Merger. (e) Each of FNB and ANNB shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT ANNB or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto transactions contemplated by this Agreement. (f) Each of FNB and ANNB shall promptly notify the provide each other party (i) upon becoming aware of with any event written communications received from any Regulatory Agency or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC Governmental Entity with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC transactions contemplated by this Agreement and CCT shall will promptly advise the other upon receiving any oral communication with respect to the transactions contemplated by this Agreement from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions this Agreement contemplates that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such approval may be materially delayed delayed. (g) ANNB and FNB shall consult with each other before issuing any press release with respect to the Merger or conditionedthis Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, but after such consultation, to the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be required by law or the rules or regulations of the SEC, the FRB, the FDIC, the OCC, the NYSE or NASDAQ. In addition, the Chief Executive Officers of ANNB and FNB shall be permitted to respond to appropriate questions about the Merger from the press. ANNB and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare Sterling and file Empire shall promptly cause the Registration Statement to be prepared and filed with the SEC the Registration StatementSEC. Each of FSIC Sterling and CCT Empire shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as soon as possible after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC, and prior to the Closing Date, any event relating to Empire is discovered by Empire which should be set forth in an amendment of, or a supplement to, the Registration Statement, Empire shall promptly inform Sterling, and shall furnish Sterling with all necessary information relating to such event, whereupon Sterling shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Empire and Sterling (if prior to the meeting of the stockholders of Empire pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus permit an appropriate amendment or supplement to be promptly mailed or delivered transmitted to their respective its stockholders upon entitled to vote at such effectivenessmeeting. FSIC Sterling shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Institution Merger Agreement and Empire shall use reasonable best efforts to furnish all information concerning CCT Empire and the holders of CCT Empire Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Institution Merger). Empire and Sterling shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to Empire or Sterling, as the case may be, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to consummation of the transactions contemplated herein. Sterling shall be primarily responsible for the preparation and timely filing of all applications seeking the Registration Statement Required Regulatory Approvals. Sterling shall provide Empire with a copy of all such filings and shall all correspondence in respect of such applications. (c) Empire shall, upon request, furnish to the other Sterling with all information reasonably requested concerning Empire and its directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries Sterling to any Governmental Entity in connection with the Mergers and Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC Sterling and CCT Empire shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare S1 and file Edify (as to information to be included therein pertaining to Edify) shall promptly cause to be prepared and filed with the SEC a registration statement of S1 on Form S-4, including the Proxy Statement/Prospectus (the "Registration Statement") for the purpose of registering the S1 Common Stock to be issued in the Merger, and for soliciting the approval of this Agreement and the Merger by the stockholders of Edify and S1. Each of FSIC S1 and CCT Edify shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as soon as possible after the filing. The parties shall each promptly notify the other upon the receipt of any comments from the SEC or its staff, or any other governmental officials, supply each other with all such correspondence with any Governmental Entity other than confidential information, and cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC, and prior to the Closing Date, any event relating to S1 or Edify is discovered by such party which should be set forth in an amendment of, or a supplement to, the Registration Statement, including the Prospectus/Proxy Statement (including, without limitation, any change in the Fairness Opinion), such party shall promptly inform the other, and shall furnish all necessary information relating to such event whereupon the appropriate party shall promptly cause an appropriate amendment to the Registration Statement or supplement to the Prospectus/Proxy Statement to be filed with the SEC. Upon the effectiveness of such amendment or supplement, the parties (if prior to the meetings of stockholders pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus permit an appropriate amendment or supplement to be promptly mailed or delivered transmitted to their respective stockholders upon entitled to vote at such effectivenessmeetings. FSIC S1 shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, and CCT transactions contemplated by this Agreement. Each party shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC the other in connection with any such action. (b) Each As promptly as practicable following the execution and delivery of FSIC this Agreement, if applicable, each of Edify and CCT S1 will prepare and file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") Notification and Report Forms relating to the transactions contemplated herein and by the Option Agreement if and as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed by the parties (the "Antitrust Filings"). The parties will comply with any requests for additional information relating to the Antitrust Filings and will use their reasonable best efforts to secure all required approvals of the Antitrust Filings. (c) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (which shall include the other in the preparation Antitrust Filings), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of the Registration Statement all third parties and shall furnish to the other all information reasonably requested as may be reasonably Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). Edify and S1 shall have the right to review in connection with advance, and to the Registration Statement extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Edify or S1 and Merger Sub, as the case may be, which appears in any other filing made with, or application made by written materials submitted to, any third party or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers transactions contemplated by this Agreement and will promptly notify each other of any communication with any Governmental Entity and provide the other Transactionswith an opportunity to participate in any meetings with a Governmental Entity relating thereto; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. Prior to In exercising the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statementtransactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (cd) Subject to applicable Law, each of FSIC S1 and CCT Edify shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT file, as soon as practicable, the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of PVFC constituting a part thereof and all related documents. PVFC shall prepare and furnish to FNB such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and PVFC and its legal, financial and accounting advisors, shall have the right to review in advance and approve, which approval shall not be unreasonably withheld, such Registration Statement prior to its filing. PVFC agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. As long as PVFC has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC PVFC and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if any, and CCT PVFC shall use reasonable best efforts promptly mail at its expense the Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits shareholders. (b) Each of FSIC PVFC and CCT FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration 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 in this Agreement or necessary to make the statements in this Agreement not misleading. Each of PVFC and FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate contain any untrue statement of a material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements in this Agreement not misleading. Each of PVFC and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the 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 in this Agreement not false or misleading, to promptly inform the other party thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of PVFC. (c) FNB agrees to advise PVFC, promptly after FNB 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 FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB 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 Registration Statement or for additional information. (d) 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, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. PVFC and FNB shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to PVFC or FNB, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on FNB and its Subsidiaries, including the Surviving Company after giving effect to the Merger, taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, PVFC agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of PVFC and FNB following consummation of the Merger. (e) Each of FNB and PVFC shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT PVFC or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto transactions contemplated by this Agreement. (f) Each of FNB and PVFC shall promptly notify the provide each other party (i) upon becoming aware of with any event written communications received from any Regulatory Agency or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC Governmental Entity with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC transactions contemplated by this Agreement and CCT shall will promptly advise the other upon receiving any oral communication with respect to the transactions contemplated by this Agreement from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions this Agreement contemplates that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such approval may be materially delayed delayed. (g) PVFC and FNB shall consult with each other before issuing any press release with respect to the Merger or conditionedthis Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, but after such consultation, to the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be required by law or the rules or regulations of the SEC, the Federal Reserve Board, the FDIC, the OCC, the NYSE or NASDAQ. In addition, the Chief Executive Officers of PVFC and FNB shall be permitted to respond to appropriate questions about the Merger from the press. PVFC and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC NPB agrees to prepare the Registration Statement to be filed by NPB with the SEC in connection with the issuance of NPB Common Stock in the Merger (including the Prospectus/Proxy Statement and CCT shall all related documents). Provided that KNBT has fulfilled its obligations under Section 5.04(d) in all material respects, NPB agrees to file, or cause to be filed, the Registration Statement and the Prospectus/Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC NPB and CCT shall KNBT agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and to keep thereof. After the Registration Statement is declared effective as long as necessary to consummate under the Mergers. CCT Securities Act, KNBT and FSIC NPB shall use reasonable best efforts to cause promptly mail the Joint Prospectus/Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective stockholders upon shareholders. If at any time prior to the Effective Time any information relating to KNBT, NPB or their respective affiliates, officers or directors, should be discovered by KNBT or NPB which should be set forth in an amendment or supplement to either the Registration Statement or the Prospectus/Proxy Statement so that such effectiveness. FSIC shall also use its reasonable best efforts documents would not include any misstatement of a material fact or omit to obtain all necessary state securities Law or “blue sky” permits and approvals any material fact required to carry out be stated therein or necessary to make the Transactionsstatements therein, if anyin light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and CCT shall use reasonable best efforts disseminated to furnish all information concerning CCT the shareholders of KNBT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionNPB. (b) Each of FSIC KNBT and CCT NPB shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Regulatory Authorities and other third parties which are necessary or advisable to consummate the Contemplated Transactions and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Authorities and third parties. Notwithstanding the foregoing, nothing contained herein shall be deemed to require NPB or KNBT to take any action, or commit to take any action, or agree to any conditions or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Regulatory Authorities or other third parties that would reasonably be expected to result in the imposition of a condition or restriction of the type referred to in Sections 6.01(d) and 6.02(d). (c) NPB and KNBT shall promptly inform each other of any material communication from, and shall give the other a reasonable opportunity to review in advance any Application or other material communication intended to be given by it to, any Regulatory Authority regarding any of the transactions contemplated by this Agreement, and each shall consult the other with respect to the substance and status of such filings. KNBT and NPB shall each promptly furnish the other with copies of written communications to, or received by them from, any Regulatory Authority in respect of the Contemplated Transactions. (d) KNBT and NPB shall cooperate with each other in the preparation of the Registration Statement foregoing matters and shall furnish to the other with all information reasonably requested concerning itself as may be reasonably necessary or advisable in connection with any Application or filing, including any report filed with the Registration Statement or any other filing or application SEC, made by or on behalf of FSIC, CCT such party to or with any of their respective Consolidated Subsidiaries to any Governmental Entity Regulatory Authority in connection with the Mergers Contemplated Transactions, and in each such case, such information shall be accurate and complete in all material respects. In connection therewith, KNBT and NPB shall use their reasonable good faith efforts to provide each other certificates, certifications from accountants and other documents reasonably requested by the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC connection with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent Prospectus/Proxy Statement or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditionedApplication.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT file, as soon as practicable, the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of CBI constituting a part thereof and all related documents. CBI shall prepare and furnish to FNB such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and CBI, and its legal, financial and accounting advisors, shall have the right to review in advance and approve, which approval shall not be unreasonably withheld such Registration Statement prior to its filing. CBI agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. As long as CBI has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC CBI and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if any, and CCT CBI shall use reasonable best efforts promptly mail at its expense the Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits shareholders. (b) Each of FSIC CBI and CCT FNB agree that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration 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 in this Agreement or necessary to make the statements in this Agreement not misleading. Each of CBI and FNB agree that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate contain any untrue statement of a material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements in this Agreement not misleading. Each of CBI and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the 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 in this Agreement not false or misleading, to promptly inform the other parties thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of CBI and/or FNB. (c) FNB agrees to advise CBI, promptly after FNB 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 FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB 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 Registration Statement or for additional information. (d) 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, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. CBI and FNB shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to CBI or FNB, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or any Governmental Entity in connection with the transactions this Agreement contemplates. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on FNB and its Subsidiaries, including the Surviving Company after giving effect to the Merger, taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, CBI agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of CBI and FNB following consummation of the Merger. (e) Each of FNB and CBI shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT CBI or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementtransactions this Agreement contemplates. (cf) Subject to applicable Law, each Each of FSIC FNB and CCT CBI shall promptly advise the other upon receiving any communication from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions this Agreement contemplates that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval Approval, as defined in Section 7.1(c), will not be obtained or that the receipt of any such approval may be materially delayed delayed. (g) CBI and FNB shall consult with each other before issuing any press release with respect to the Merger or conditionedthis Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, but after such consultation, to the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be required by law or the rules or regulations of the SEC, the FDIC, the OCC, the NYSE or FINRA. In addition, the Chief Executive Officers of CBI and FNB shall be permitted to respond to appropriate questions about the Merger from the press. CBI and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC CAVB and CCT PNFP shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration StatementJoint Proxy Statement and PNFP shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of FSIC CAVB and CCT PNFP shall use its their reasonable best efforts in consultation with their respective legal counsel to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT CAVB and FSIC PNFP shall use reasonable best efforts to cause thereafter mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective stockholders upon such effectivenessshareholders. FSIC PNFP shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT CAVB shall use reasonable best efforts to furnish all information concerning CCT CAVB and the holders of CCT Common CAVB Capital Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to or after the Effective Time any information relating to either of the parties, or their respective affiliates, officers or directors, should be discovered by either party which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of PNFP and CAVB. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. CAVB and PNFP shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information relating to PNFP or CAVB, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) Each of CAVB and PNFP shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICCAVB, CCT PNFP or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each Each of FSIC CAVB and CCT PNFP shall promptly advise the other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that the receipt of any such approval may will be materially delayed delayed. (e) PNFP and CAVB shall promptly furnish each other with copies of written communications received by PNFP and CAVB, as the case may be, or conditionedany of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this AgreementAgreement and availability of Xxxxxxx financial statements in form required for use on Form S-4, jointly prepare Xxxxxxx and file MECH (as to information to be included therein pertaining to MECH) shall promptly cause to be prepared and filed with the SEC a registration statement of Xxxxxxx on Form S-4, including the Proxy Statement/Prospectus (the "Registration Statement") for the purpose of registering the Xxxxxxx Common Stock to be issued in the Merger, and for soliciting the approval of this Agreement and the Merger by the shareholders of MECH. Each of FSIC Xxxxxxx and CCT MECH shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as soon as possible after the filing. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC, and prior to the Closing Date, any event relating to MECH is discovered by MECH which should be set forth in an amendment of, or a supplement to, the Registration Statement, including the Prospectus/Proxy Statement, MECH shall promptly inform Xxxxxxx, and shall furnish Xxxxxxx with all necessary information relating to such event whereupon Xxxxxxx shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Xxxxxxx and MECH (if prior to the meeting of shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to its shareholders entitled to vote at such meeting. If at any time after such filing and to keep the Registration Statement effective as long as necessary is filed with the SEC, and prior to consummate the Mergers. CCT and FSIC shall use reasonable best efforts Closing Date, any event relating to cause Xxxxxxx is discovered by Xxxxxxx which should be set forth in an amendment of, or a supplement to, the Joint Registration Statement, including the Prospectus/Proxy Statement/Prospectus , Xxxxxxx shall promptly inform MECH, and Xxxxxxx shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Xxxxxxx and MECH (if prior to the meeting of shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly mailed as practicable to permit an appropriate amendment or delivered supplement to their respective stockholders upon be transmitted to its shareholders entitled to vote at such effectivenessmeeting. FSIC Xxxxxxx shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Bank Merger Agreement and MECH shall use reasonable best efforts to furnish all information concerning CCT MECH and the holders of CCT MECH Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Bank Merger). MECH and Xxxxxxx shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information relating to MECH and MS Bank or Xxxxxxx or Xxxxxxx Bank, as the case may be, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (c) MECH shall, upon request, furnish Xxxxxxx with all information reasonably requested concerning MECH, MS Bank and their directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries Xxxxxxx to any Governmental Entity in connection with the Mergers and Merger, the Bank Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC Xxxxxxx and CCT MECH shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT file, as soon as practicable, the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of BCSB constituting a part thereof and all related documents. BCSB shall prepare and furnish to FNB such information relating to it and its Subsidiaries, directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents. BCSB and its legal, financial and accounting advisors, shall have the right to review in advance and approve, which approval shall not be unreasonably withheld, such Registration Statement prior to its filing. BCSB agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. As long as BCSB has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC BCSB and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if any, and CCT BCSB shall use reasonable best efforts promptly mail at its expense the Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits shareholders. (b) Each of FSIC BCSB and CCT FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration 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. Each of BCSB and FNB agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate 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. Each of BCSB and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the 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 party thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of BCSB. (c) FNB agrees to advise BCSB, promptly after FNB 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 FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB 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 Registration Statement or for additional information. (d) 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, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. BCSB and FNB shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to BCSB or FNB, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on FNB, including the Surviving Company, after giving effect to the Merger, after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, BCSB agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of BCSB and FNB following consummation of the Merger. (e) Each of FNB and BCSB shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT BCSB or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto transactions contemplated by this Agreement. (f) Each of FNB and BCSB shall promptly notify the provide each other party (i) upon becoming aware of with any event written communications received from any Regulatory Agency or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC Governmental Entity with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC transactions contemplated by this Agreement and CCT shall will promptly advise the other upon receiving any oral communication with respect to the transactions contemplated by this Agreement from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions this Agreement contemplates that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such approval may be materially delayed delayed. (g) BCSB and FNB shall consult with each other before issuing any press release with respect to the Merger or conditionedthis Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, but after such consultation, to the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be required by Law or the rules or regulations of the SEC, the Federal Reserve Board, the FDIC, the OCC, the NYSE or NASDAQ. In addition, the Chief Executive Officers of BCSB and FNB shall be permitted to respond to appropriate questions about the Merger from the press. BCSB and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC The Acquiror and CCT the Company shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT The Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act and applicable state Law as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT The Company and FSIC the Acquiror shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT The Company shall use reasonable best efforts to furnish all information concerning CCT the Company and the holders of CCT Company Common Stock as may be reasonably requested by FSIC the Acquiror in connection with any such action. (b) Each of FSIC the Acquiror and CCT the Company shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other TransactionsStatement. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC the Acquiror and CCT the Company shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT shall file, as promptly soon as practicable, practicable (but in no case later than five any case, within sixty (560) Business Days after calendar days of the date of this Agreement), jointly prepare and file the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Joint Proxy Statement and prospectus and other proxy solicitation materials of YDKN and FNB constituting a part thereof and all related documents. YDKN shall prepare and furnish to FNB such information relating to it and its Subsidiaries, directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents. YDKN and its legal, financial and accounting advisors shall have the right to review in advance and approve, which approval shall not be unreasonably withheld, conditioned or delayed, such Registration Statement prior to its filing. YDKN agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Joint Proxy Statement. Each of FSIC YDKN and CCT shall FNB agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if anyeach of YDKN and FNB shall promptly mail the Joint Proxy Statement to their respective shareholders, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC expenses in connection therewith shall be borne in accordance with any such actionSection 9.3(a). (b) Each of FSIC YDKN and CCT FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration 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. Each of YDKN and FNB agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Joint Proxy Statement and any amendment or supplement thereto shall cooperate at the dates of mailing to YDKN’s shareholders and FNB’s shareholders, the YDKN Shareholders Meeting and the FNB Shareholders Meeting 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, in the light of the circumstances under which such statements were made, not misleading. Each of YDKN and FNB further agrees that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the Joint 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 party thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by Law, disseminated to the shareholders of YDKN. (c) FNB agrees to advise YDKN, promptly after FNB 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 FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB 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 Registration Statement or for additional information. (d) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly (but in any case, within sixty (60) calendar days of the date of this Agreement) prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger and the Bank Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. YDKN and FNB shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to YDKN or FNB, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. In furtherance and not in limitation of the foregoing, each of FNB and YDKN shall use their respective reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB or YDKN to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Regulatory Agencies or Governmental Entities that would reasonably be likely to have a Material Adverse Effect on the Surviving Company after giving effect to the Merger, after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, YDKN agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of YDKN and FNB following consummation of the Merger. (e) Each of FNB and YDKN shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT YDKN or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto transactions contemplated by this Agreement. (f) Each of FNB and YDKN shall promptly notify the provide each other party (i) upon becoming aware of with any event written communications received from any Regulatory Agency or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC Governmental Entity with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC transactions contemplated by this Agreement and CCT shall will promptly advise the other upon receiving any oral communication with respect to the transactions contemplated by this Agreement from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactionstransactions this Agreement contemplates. (g) YDKN and FNB shall consult with each other before issuing any press release with respect to the Merger or this Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that causes a party may, without the prior consent of the other party, but after such party consultation, to believe that there is a reasonable likelihood that any Regulatory Approval will not the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be obtained required by Law or that the receipt rules or regulations of any such approval may the SEC, the Federal Reserve Board, the FDIC, the OCC, the NCCOB or the NYSE. In addition, the Chief Executive Officers of YDKN and FNB shall be materially delayed or conditionedpermitted to respond to appropriate questions about the Merger from the press. YDKN and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC Newcourt and CCT CIT shall as promptly as practicableprepare the Proxy Circular, but in no case and CIT shall use its reasonable best efforts to file the Proxy Circular with the SEC not later than five (5) Business Days 20 days after the date of this Agreement, jointly . Each of Newcourt and CIT shall thereafter mail the Proxy Circular to its respective shareholders. CIT shall use its reasonable best efforts to prepare and file with the SEC not later than 20 days after the date of this Agreement a registration statement on the appropriate form with respect to the shares of CIT Common Stock to be issued upon exchange of any Exchangeable Shares (the "Registration Statement") and shall take all actions necessary to maintain such Registration Statement current and effective for as long as shall be required to enable the holders of Exchangeable Shares to sell the shares of CIT Common Stock received upon exchange thereof. Each of FSIC Newcourt and CCT CIT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergersfiling. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC CIT shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested transactions contemplated by FSIC in connection with any such actionthis Agreement. (b) Each Newcourt shall file the Proxy Circular in all Canadian jurisdictions where the Proxy Circular is required to be filed and with the SEC, the TSE and the ME in accordance with the applicable rules and regulations thereof. The parties shall use all reasonable efforts to obtain all orders required from the applicable Canadian securities authorities to permit the issuance and first resale of FSIC (i) the Exchangeable Shares and CCT the shares of CIT Common Stock to be issued pursuant to the Arrangement, (ii) the shares of CIT Common Stock to be issued upon exchange of the Exchangeable Shares from time to time and (iii) the shares of CIT Common Stock to be issued from time to time upon the exercise of the Replacement Options, in each case without qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with, or the obtaining of any further order, ruling, or consent from, any Governmental Entity or regulatory authority under any Canadian federal, provincial or territorial securities laws or pursuant to the rules and regulations of any regulatory authority administering such laws, or the fulfilment of any other legal requirement in any such jurisdiction (other than, with respect to such first resales, any restrictions on transfer by reason of, among other things, a holder being a "control person" of Newcourt or CIT for purposes of Canadian federal, provincial or territorial securities laws). (c) The parties hereto shall cooperate with each other and use their reasonable best efforts to prepare and file not later than 10 days after the other date of this Agreement all necessary documentation (including, with respect to applications, notices, and filings made by the parties prior to the date of this Agreement, all updated and/or supplemental information required in connection therewith), to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the preparation transactions contemplated by this Agreement (including the Arrangement) and for the parties and their Subsidiaries to conduct their respective businesses after the Closing Date in substantially the same manner as conducted currently, or which are required in order to maintain in effect any governmental authorizations, licenses or approvals pursuant to which either of the Registration Statement parties or their Subsidiaries carries on its business as currently conducted. Newcourt and shall CIT each will furnish to the other for review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information reasonably requested relating to Newcourt or CIT, as the case may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICbe, CCT or and any of their respective Consolidated Subsidiaries to Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Mergers and transactions contemplated by this Agreement. In exercising the other Transactions. Prior to the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statement. (c) Subject transactions contemplated by this Agreement and, in each case subject to applicable Lawlaw relating to the exchange of information, each of FSIC and CCT shall promptly advise party will keep the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation apprised of the Transactionsstatus of matters relating to completion of the transactions contemplated herein. Promptly upon the reasonable request of CIT, that causes such party Newcourt will provide, and will use its reasonable efforts to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.cause each other Co-

Regulatory Matters. (a) FSIC For the purposes of holding the Oritani Shareholders Meeting and CCT shall the Valley Shareholders Meeting (each as promptly defined in Section 5.7) and qualifying under applicable federal and state securities laws the Valley Common Stock to be issued to Oritani shareholders in connection with the Merger, as soon as practicable, but in no case event later than five sixty (560) Business Days after days following the date of this Agreement, the parties shall (i) jointly prepare prepare, and Valley shall file with the SEC, a Registration Statement on Form S-4, including a prospectus and (ii) jointly prepare, and Valley shall file with the SEC, a proxy statement, satisfying all applicable requirements of applicable state and federal laws, including the Securities Act, the Exchange Act and applicable state securities laws and the rules and regulations thereunder (such proxy statement and prospectus in the form mailed by Valley and Oritani to its respective shareholders together with any and all amendments or supplements thereto, being herein referred to as the “Joint Proxy Statement-Prospectus” and the various documents to be filed by Valley under the Securities Act with the SEC to register the Valley Common Stock for sale, including the Joint Proxy Statement-Prospectus, are referred to herein as the “Registration Statement”). Prior to the filing of the Joint Proxy Statement-Prospectus and the Registration Statement, each party shall consult with the other party with respect to such filings and shall afford the other party and their representatives reasonable opportunity to comment thereon. (b) Each party shall furnish to the other party with such information concerning itself and its affiliates as is necessary in order to cause the Joint Proxy Statement-Prospectus and Registration Statement to comply with Section 5.6(a) hereof. Each party agrees promptly to advise the other party if at any time prior to the Effective Time, any information provided by such party in the Joint Proxy Statement-Prospectus or Registration Statement becomes incorrect or incomplete in any material respect and promptly to provide the information needed to correct such inaccuracy or omission. Each party shall promptly furnish to the other party such supplemental information as may be necessary in order to cause the Joint Proxy Statement-Prospectus or Registration Statement to comply with Section 5.6(a) hereof. The information relating to a party to be provided for inclusion or incorporation by reference in the Joint Proxy Statement-Prospectus or Registration Statement, any filing pursuant to Rule 165 or Rule 425 under the Securities Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of FSIC a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. (c) Valley shall as promptly as practicable make such filings, if any, as are necessary in connection with the offering of the Valley Common Stock with applicable state securities agencies and CCT shall use all reasonable efforts to qualify the offering of such stock under applicable state securities laws at the earliest practicable date. Oritani shall promptly furnish Valley with such information regarding Oritani shareholders as Valley requires to enable it to determine what filings are required hereunder. Oritani authorizes Valley to utilize in such filings the information concerning Oritani and the Bank provided to Valley in connection with, or contained in, the Joint Proxy Statement-Prospectus. Valley shall furnish Oritani’s counsel with copies of all such filings and keep Oritani advised of the status thereof. Valley shall promptly notify Oritani of all communications, oral or written, with the SEC concerning the Registration Statement and the Joint Proxy Statement-Prospectus. (d) Valley shall cause the Valley Common Stock issuable pursuant to the Merger (including shares of Valley Common Stock to be reserved for issuance upon the exercise of Valley Stock Options), to be listed on NASDAQ at the Effective Time. (e) The parties hereto will cooperate with each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement as soon as possible, including, without limitation, those required by the OCC, the FRB, NASDAQ, the Department of Treasury of the State of New Jersey and the Secretary of State of the State of Delaware. The parties shall each have the right to review in advance and comment on all information relating to the other, as the case may be, which appears in any filing made with, or written material submitted to, any third party or governmental body in connection with the transactions contemplated by this Agreement. Valley and VNB shall use their best efforts to cause their applications to the OCC and the application or waiver request to the FRB to be filed within sixty (60) days of the date of this Agreement. Oritani shall cooperate with Valley to provide all information requested in writing by Valley to complete such application within ten (10) days of request from Valley. Valley shall provide to Oritani drafts of all filings and applications referred to in this Section 5.6(e) and shall give Oritani the opportunity to comment thereon prior to their filing. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Valley or Oritani to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a Material Adverse Effect on Valley following the merger, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). In furtherance and not in limitation of the foregoing, each of Valley and Oritani shall use its reasonable best efforts to, and cause its Subsidiaries to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to, (i) avoid the entry of, or to cause have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if anyClosing, and CCT (ii) avoid or eliminate each and every impediment under any applicable law so as to enable the Closing to occur as soon as possible; provided, however, that nothing contained in this Agreement shall use reasonable best efforts require Valley or Oritani to furnish all information concerning CCT and the holders of CCT Common Stock as may take any actions specified in this Section 5.6(e) that would reasonably be reasonably requested by FSIC expected to constitute or result in connection with any such actiona Materially Burdensome Regulatory Condition. (bf) Each of FSIC and CCT shall cooperate the parties will promptly furnish each other with the other in the preparation copies of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made written communications received by or on behalf of FSIC, CCT them or any of their respective Consolidated Subsidiaries to from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (g) Between the date of this Agreement and the Effective Time, Oritani shall cooperate with Valley, consistent with legal requirements, to prepare and assist for the prompt conversion of Oritani’s systems and procedures post-closing and other post-closing merger integration. (h) Oritani acknowledges that Valley is in or may be in the process of acquiring other bank holding companies, banks, financial institutions, and/or other entities and that in connection with other acquisitions, information concerning Oritani may be required to be included in the Mergers registration statements, if any, for the issuance of securities of Valley or in Valley Reports in connection with other acquisitions. Oritani agrees to provide Valley with any information, certificates, documents or other materials about Oritani as are reasonably necessary to be included in such other SEC reports or registration statements, including the Registration Statement referenced in Section 5.6(a) and the any other Transactions. Prior registration statements which may be filed by Valley prior to the Effective Time. Oritani shall use its reasonable efforts to cause its attorneys and accountants to provide Valley and any underwriters for Valley with any consents, each party hereto opinion letters, reports or information which are necessary to complete the registration statements and applications for any other acquisition or issuance of securities. Valley shall promptly notify reimburse Oritani for all expenses reasonably incurred by Oritani related to another acquisition by Valley. Valley shall not file with the other party (i) upon becoming aware of SEC any event registration statement or circumstance that is required to be described in an amendment or supplement containing information regarding Oritani unless Oritani shall have consented to the Registration Statement or disclosure contained in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Lawfiling, each of FSIC and CCT which consent shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially unreasonably delayed or conditionedwithheld.

Regulatory Matters. (a) FSIC GBDC and CCT GBDC 3 shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT GBDC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT GBDC 3 and FSIC GBDC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC GBDC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT GBDC 3 shall use reasonable best efforts to furnish all information concerning CCT GBDC 3 and the holders of CCT GBDC 3 Common Stock as may be reasonably requested by FSIC GBDC in connection with any such action. (b) Each of FSIC GBDC and CCT GBDC 3 shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICGBDC, CCT GBDC 3 or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC GBDC and CCT GBDC 3 shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC II, FSIC III, FSIC IV and CCT II shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC II, FSIC III, FSIC IV and CCT II shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT II, FSIC III, FSIC IV and FSIC II shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC II shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and FSIC III, FSIC IV and CCT II shall each use reasonable best efforts to furnish all information concerning CCT it and the holders of CCT Common Stock its securities as may be reasonably requested by FSIC II in connection with any such action. (b) Each of FSIC II, FSIC III, FSIC IV and CCT II shall cooperate with the other parties in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICFSIC II, FSIC III, FSIC IV, CCT II or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party parties (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC II, FSIC III, FSIC IV, and CCT II shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC For the purposes of holding the Acquirer Stockholders Meeting and CCT shall the Target Stockholders Meeting and qualifying under applicable federal and state securities laws the Acquirer Common Stock to be issued to Target stockholders in connection with the Merger, as promptly soon as practicable, but in no case event later than forty-five (545) Business Days after days, following the date of this Agreement), the parties shall (i) jointly prepare prepare, and the Acquirer shall file with the SEC the Registration Statement. Each of FSIC and CCT shall use its reasonable best efforts to have the SEC, a Registration Statement declared effective on Form S-4, including a prospectus and (ii) jointly prepare, and the Acquirer shall file with the SEC, the Proxy Statement, satisfying all applicable requirements of applicable state and federal laws, including the Securities Act, the Exchange Act and applicable state securities laws and the rules and regulations thereunder (the various documents to be filed by the Acquirer under the Securities Act with the SEC to register the Acquirer Common Stock for sale, including the Proxy Statement, are referred to herein as promptly as practicable after such the “Registration Statement”). Prior to the filing of the Proxy Statement and to keep the Registration Statement effective as long as necessary Statement, each party shall consult with the other party with respect to consummate such filings and shall afford the Mergers. CCT other party and FSIC shall use their Representatives reasonable best efforts opportunity to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actioncomment thereon. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and party shall furnish to the other all party with such information reasonably requested concerning itself and its Affiliates as is necessary in order to cause the Proxy Statement and Registration Statement to comply with Section 5.06(a) hereof. Each party agrees promptly to advise the other party if at any time prior to the Effective Time, any information provided by such party in the Proxy Statement or Registration Statement becomes incorrect or incomplete in any material respect and promptly to provide the information needed to correct such inaccuracy or omission. Each party shall promptly furnish to the other party such supplemental information as may be reasonably necessary in order to cause the Proxy Statement or advisable Registration Statement to comply with Section 5.06(a). The information relating to a party to be provided for inclusion or incorporation by reference in the Proxy Statement or Registration Statement, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. (c) Acquirer shall as promptly as practicable make such filings, if any, as are necessary in connection with the offering of the Acquirer Common Stock with applicable state securities agencies and shall use all reasonable efforts to qualify the offering of such stock under applicable state securities laws at the earliest practicable date. The Target shall promptly furnish Acquirer with such information regarding the Target stockholders as Acquirer requires to enable it to determine what filings are required hereunder. The Target authorizes Acquirer to utilize in such filings the information concerning the Target and its Subsidiaries provided to Acquirer in connection with, or contained in, the Proxy Statement. Acquirer shall furnish Target’s counsel with copies of all such filings and keep Target advised of the status thereof. Each of Acquirer and Target shall promptly notify the other of all communications, oral or written, with the SEC concerning the Registration Statement and the Proxy Statement. (d) Acquirer shall cause the Acquirer Common Stock issuable pursuant to the Merger, to be listed on Nasdaq at the Effective Time. (e) The parties hereto will cooperate with each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement as soon as possible. The parties shall each have the right to review in advance and comment on all information relating to the other, as the case may be, which appears in any filing made with, or written material submitted to, any third party or governmental body in connection with the transactions contemplated by this Agreement. (f) Each of the parties will promptly furnish each other filing or application made with copies of written communications received by or on behalf of FSIC, CCT them or any of their respective Consolidated Subsidiaries to from, or delivered by any of the foregoing to, any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments respect of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementtransactions contemplated hereby. (cg) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation The expenses of the Transactionspreparation, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not filing and mailing of the Registration statement and Proxy Statement shall be obtained or that shared equally between the receipt of any such approval may be materially delayed or conditionedAcquirer and Target.

Regulatory Matters. (a) FSIC The Acquiror and CCT the Company shall as promptly as practicable, but practicable following the date of this Agreement (and in any event no case later than forty-five (545) Business Days after calendar days following the date of this Agreement, ) jointly prepare and file (or cause to be filed) with the SEC the Joint Proxy Statement/Prospectus relating to the Company Stockholders Meeting and the Acquiror Stockholders Meeting and the Registration Statement, each of which shall comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules of the SEC and NASDAQ. Each of FSIC and CCT The Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act and applicable state Law as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT The Company and FSIC the Acquiror shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be cleared by the SEC as promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use as practicable after its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionfiling. (b) Each of FSIC the Acquiror and CCT the Company shall cooperate with the other in the preparation and filing of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the preparation and filing of the Registration Statement and/or the Joint Proxy Statement/Prospectus and any amendments or supplements thereto or any other filing or application made by or on behalf of FSICthe Acquiror, CCT the Company or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Xxxxxx and the other Transactions. Prior to the Effective Time, each party hereto shall promptly (i) notify the other party (iX) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (iiY) after the receipt by it of any comments of the SEC (or the staff of the SEC) with respect to the Joint Proxy Statement/Prospectus or the Registration Statement or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Registration Statement and/or the Joint Proxy Statement/Prospectus and (ii) provide the other party with copies of all written correspondence and/or notice of oral communications between it and the SEC (or the staff of the SEC). Each of the Acquiror and the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Prior to filing the Registration Statement or the Joint Proxy Statement/Prospectus or responding to any comments of the SEC with respect thereto, each of the Company and the Acquiror shall provide the other party and its counsel a reasonable opportunity to review such document or response (including the proposed final version of such document or response) and consider in good faith the comments of the other party in connection with any such document or response. None of the Company, the Acquiror or their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Registration Statement or the Joint Proxy Statement/Prospectus unless it takes commercially reasonable measures to consult with the other party in advance, provided that the foregoing shall not prohibit any Person from communicating with the SEC in any telephone call made to such Person by a member of the staff of the SEC of which such Person had not been expressly informed by a member of the staff of the SEC would be forthcoming reasonably prior to such call. The Acquiror shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, and the issuance of any stop order relating thereto or the suspension of the qualification of shares thereunder for offering or sale in any jurisdiction, and each of the Company and the Acquiror shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and the Acquiror shall use its reasonable best efforts to take any other action required to be taken by it under the Securities Act, the Exchange Act, the laws of the State of Delaware or the State of Maryland (as applicable) and the rules of NASDAQ in connection with the filing and distribution of the Joint Proxy Statement/Prospectus and the Registration Statement, and the solicitation of proxies from the stockholders of the Company and the Acquiror thereunder. (d) If either the Acquiror or the Company determines that it is required to file any document other than the Registration Statement with the SEC in connection with the Mergers pursuant to applicable Law, then each of the Acquiror and the Company shall jointly use their reasonable best efforts to promptly prepare and file such filing with the SEC, which shall comply as to form in all material respects with the applicable requirements of the Securities Act and the rules of the SEC and NASDAQ. (e) Subject to applicable Law, each of FSIC the Acquiror and CCT the Company shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Parent and CCT National Penn shall as promptly as practicableprepare and file with the SEC, but in no case later than five (5) Business Days 30 business days after of the date of this Agreement, jointly the Proxy Statement and Parent shall promptly prepare and file with the SEC the Registration StatementS-4, in which the Proxy Statement will be included as a prospectus. Each of FSIC Parent and CCT National Penn shall use its their reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and National Penn shall thereafter mail or deliver the Proxy Statement to keep the Registration Statement effective as long as necessary to consummate the Mergersits shareholders. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC Parent shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT National Penn shall use reasonable best efforts to furnish all information concerning CCT National Penn and the holders of CCT National Penn Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, Parent and National Penn shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and National Penn shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and National Penn shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to National Penn or Parent, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality. 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 Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the preparation transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the Registration Statement foregoing, each of Parent and National Penn shall furnish use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Parent, National Penn and their respective Subsidiaries. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or National Penn or their respective Subsidiaries to take, or agree to take, any actions specified in this Section 6.1 that, individually or in the aggregate, would reasonably be expected to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, or on National Penn and its Subsidiaries, taken as a whole (in each case, measured on a scale relative to National Penn and its Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”). (d) Parent and National Penn shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICParent, CCT National Penn or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactionstransactions contemplated by this Agreement. Prior Each of Parent and National Penn agrees, as to itself and its Subsidiaries, that none of the Effective Time, each party hereto shall promptly notify the other party information supplied or to be supplied by it for inclusion or incorporation by reference in (i) upon becoming aware the S-4 will, at the time the S-4 and each amendment or supplement thereto, if any, is filed or becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any event or circumstance that is material fact required to be described in an amendment stated therein or necessary to make the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus statements therein not misleading and (ii) after the receipt Proxy Statement and any amendment or supplement thereto will, at the date it is filed with the SEC, at the date of mailing to shareholders and at the time of National Penn’s meeting of its shareholders to consider and vote upon approval of this Agreement, 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, in the light of the circumstances under which such statement was made, not misleading. Each of Parent and National Penn further agrees that if it becomes aware that any information furnished by it of would cause any comments of the SEC statements in the S-4 or the 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 Joint Proxy Statement/Prospectus statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the S-4 or the Registration Proxy Statement. (ce) Subject to applicable Law, each of FSIC Parent and CCT National Penn shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare NewMil and file Nutmeg (as to information to be included therein pertaining to Nutmeg) shall promptly cause to be prepared and filed with the SEC the Registration StatementStatement for the purpose of registering the NewMil Common Stock to be issued in the Merger, and with the OTS the Proxy Statement for the purpose of soliciting votes on the Merger from the holders of Nutmeg Capital Stock. Each of FSIC NewMil and CCT Nutmeg shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC and the Proxy Statement approved by the OTS as soon as possible after the filing. The parties shall cooperate in responding to and considering any questions or comments from the SEC or OTS staff regarding the information contained in the Registration Statement or Proxy Statement. If at any time after the Registration Statement or Proxy Statement is filed with the SEC or OTS, and prior to the Closing Date, any event relating to Nutmeg is discovered which should be set forth in an amendment of, or a supplement to, the Registration Statement or Proxy Statement, Nutmeg shall promptly inform NewMil and shall furnish NewMil with all necessary information relating to such event whereupon NewMil shall promptly cause an appropriate amendment to the Registration Statement or Proxy Statement to be filed with the SEC or OTS. Upon the effectiveness of such amendment, Nutmeg (if prior to the meeting of shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus permit an appropriate amendment or supplement to be promptly mailed or delivered transmitted to their respective stockholders upon its shareholders entitled to vote at such effectivenessmeeting. FSIC NewMil shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Bank Merger Agreement and Nutmeg shall use reasonable best efforts to furnish all information concerning CCT Nutmeg and the holders of CCT Nutmeg Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the effectiveness of the Stockholder Agreement). Nutmeg and NewMil shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information relating to Nutmeg or NewMil and New Milford Savings Bank, as the case may be, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (c) Nutmeg shall, upon request, furnish NewMil with all information reasonably requested concerning Nutmeg and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT NewMil or any of their respective Consolidated Subsidiaries New Milford Savings Bank to any Governmental Entity in connection with the Mergers and Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC NewMil and CCT Nutmeg shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioned.delayed

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after reasonably practicable following the date of this Agreementhereof, jointly Wxxxxxx and NewMil shall cooperate in preparing and each shall cause to be filed with the SEC mutually acceptable Proxy Materials which shall constitute the proxy statement-prospectus relating to the matters submitted to the NewMil stockholders at the Special Meeting and Wxxxxxx shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Wxxxxxx Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The proxy statement-prospectus will be included as a prospectus in and will constitute a part of the Registration StatementStatement as Wxxxxxx’x prospectus. Each of FSIC Wxxxxxx and CCT NewMil shall use its reasonable best efforts to have the Proxy Materials cleared by the SEC and the Registration Statement declared effective under by the Securities Act as promptly as practicable after such filing SEC and to keep the Registration Statement effective as long as is necessary to consummate the MergersMerger and the transactions contemplated thereby. CCT Wxxxxxx and FSIC NewMil shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Materials or to the Registration Statement received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, respectively, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement of the Proxy Materials or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed. Wxxxxxx will use reasonable best efforts to allow NewMil to cause the Joint Proxy Statement/Prospectus Materials to be mailed to NewMil stockholders as promptly mailed as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Proxy Materials have been approved by the SEC and the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Wxxxxxx Common Stock issuable in connection with the Merger for offering or delivered sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Materials or any amendment of the Registration Statement. If at any time prior to the Effective Time any information relating to Wxxxxxx or NewMil, or any of their respective affiliates, officers or directors, should be discovered by Wxxxxxx or NewMil, which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Materials so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders upon such effectiveness. FSIC of NewMil. (b) Wxxxxxx also shall also use its reasonable best efforts take any action (other than qualifying to obtain all necessary do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities Law or “blue sky” permits laws in connection with the Merger and approvals required to carry out the Transactions, if any, each of NewMil and CCT Wxxxxxx shall use reasonable best efforts to furnish all information concerning CCT it and the holders of CCT its Common Stock as may be reasonably requested by FSIC in connection with any such action. (bc) Each Prior to the Effective Time, Wxxxxxx take such action as is necessary in order to list on the New York Stock Exchange the additional shares of FSIC Wxxxxxx Common Stock to be issued by Wxxxxxx in exchange for the shares of NewMil Common Stock. (d) Wxxxxxx and CCT NewMil will prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations or waivers thereof of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). Wxxxxxx and NewMil shall cooperate with each other to effect the foregoing. NewMil and Wxxxxxx shall have the right to review in advance, and to the extent practicable each will consult the other on, in the preparation of the Registration Statement and shall furnish each case subject to applicable Laws relating to the other exchange of information, all the information reasonably requested relating to NewMil or Wxxxxxx, as the case may be reasonably necessary be, which appears in any filing made with, or advisable in connection with the Registration Statement written materials submitted to, any third party or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the other Transactionstransactions contemplated hereby. Prior to In exercising the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statementtransactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (ce) Subject to applicable Law, each of FSIC Wxxxxxx and CCT NewMil shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval Approval) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC Newcourt and CCT CIT shall as promptly as practicableprepare the Proxy Circular and, but in no case later than five (5) Business Days after the date of this Agreementif required, jointly CIT shall promptly prepare and file with the SEC a registration statement on the appropriate form with respect to any of the securities to be issued in the Arrangement (or upon exchange of Exchangeable Shares) (the "Registration Statement") and shall take all actions necessary to maintain such Registration Statement current and effective for as long as shall be required to enable the holders of Exchangeable Shares to sell the shares of CIT Common Stock received upon exchange thereof. Each of FSIC the Newcourt and CCT CIT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, (or, if the filing and to keep of the Registration Statement effective as long as necessary is not required, to consummate have the MergersProxy Circular reviewed by the SEC prior to mailing) and each of Newcourt and CIT shall thereafter mail the Proxy Circular to its respective shareholders. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC CIT shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested transactions contemplated by FSIC in connection with any such actionthis Agreement. (b) Each Newcourt shall file the Proxy Circular in all Canadian jurisdictions where the Proxy Circular is required to be filed and with the SEC in accordance with the applicable rules and regulations thereof. The parties shall use all reasonable efforts to obtain all orders required from the applicable Canadian securities authorities to permit the issuance and first resale of FSIC (i) the Exchangeable Shares and CCT the shares of CIT Common Stock to be issued pursuant to the Arrangement, (ii) the shares of CIT Common Stock to be issued upon exchange of the Exchangeable Shares from time to time and (iii) the shares of CIT Common Stock to be issued from time to time upon the exercise of the Replacement Options, in each case without qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with, or the obtaining of any further order, ruling, or consent from, any Governmental Entity or regulatory authority under any Canadian federal, provincial or territorial securities laws or pursuant to the rules and regulations of any regulatory authority administering such laws, or the fulfilment of any other legal requirement in any such jurisdiction (other than, with respect to such first resales, any restrictions on transfer by reason of, among other things, a holder being a "control person" of Newcourt or CIT for purposes of Canadian federal, provincial or territorial securities laws). (c) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the other transactions contemplated by this Agreement (including the Arrangement) and for the parties and their Subsidiaries to conduct their respective businesses after the Closing Date in substantially the preparation same manner as conducted currently, or which are required in order to maintain in effect any governmental authorizations, licenses or approvals pursuant to which either of the Registration Statement parties or their Subsidiaries carries on its business as currently conducted. Newcourt and shall CIT each will furnish to the other for review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information reasonably requested relating to Newcourt or CIT, as the case may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICbe, CCT or and any of their respective Consolidated Subsidiaries to Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Mergers and transactions contemplated by this Agreement. In exercising the other Transactions. Prior to the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statement. (c) Subject transactions contemplated by this Agreement and, in each case subject to applicable Lawlaw relating to the exchange of information, each of FSIC and CCT shall promptly advise party will keep the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation apprised of the Transactions, that causes such party status of matters relating to believe that there is a completion of the transactions contemplated herein. Promptly upon the reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt request of any such approval may be materially delayed or conditioned.CIT,

Regulatory Matters. (a) FSIC Chemical and CCT TCF shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration StatementJoint Proxy Statement and Chemical shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of FSIC Chemical and CCT TCF shall use its reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement S-4 effective as for so long as necessary to consummate the Mergers. CCT transactions contemplated by this Agreement, and FSIC Chemical and TCF shall use reasonable best efforts to cause thereafter as promptly as practicable mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective shareholders and stockholders upon such effectiveness(as applicable). FSIC Chemical shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT TCF shall use reasonable best efforts to furnish all information concerning CCT TCF and the holders of CCT TCF Common Stock and TCF Preferred Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file, or cause to be prepared and filed, all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Regulatory Agencies and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than sixty (60) days after the date of this Agreement, Chemical and TCF shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. Chemical and TCF shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. Chemical and TCF shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to TCF or Chemical, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The Parties 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 Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each Party shall, to the extent reasonably practicable, consult with the other in advance of any meeting or conference with any Governmental Entity that such Party anticipates to be substantive in connection with the preparation transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity and applicable Law, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and conferences; and provided that each Party shall promptly advise the other Party with respect to substantive matters that are addressed in any meeting or conference with any Governmental Entity which the other party does not attend or participate in, to the extent permitted by such Governmental Entity and applicable Law. (c) In furtherance and not in limitation of the Registration Statement foregoing, each of Chemical and TCF shall furnish use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Chemical or TCF (or permit either Party, without the prior written consent of the other Party) to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have a material adverse effect on Chemical and its Subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to TCF and its Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”). (d) Chemical and TCF shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and shareholders and stockholders (as applicable) and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement, the S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICChemical, CCT TCF or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to To the extent permitted by applicable Lawlaw, each of FSIC Chemical and CCT TCF shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party Party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or conditionedapprovals from (i) the Federal Reserve Board in connection with the Merger, (ii) the OCC in connection with the Bank Merger and (iii) any other approvals set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, except for any such authorizations, consents, orders or approvals the failure of which to be obtained would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Chemical.

Regulatory Matters. (a) FSIC The parties hereto shall promptly cooperate with each other in the preparation and CCT shall as promptly as practicablefiling of the Form S-1, but in no case later than five (5) Business Days after the date Prospectus and the Proxy Statements relating to the meetings of shareholders of the Company and the depositors of Keystone to be held pursuant to Section 5.2 of this AgreementAgreement (the "Company Proxy Statement" and the "Keystone Proxy Statement," respectively) under the Securities Act and the Exchange Act, jointly prepare and file with the SEC the Registration Statementas applicable. Each of FSIC the Holding Company, Keystone and CCT the Company shall use its reasonable best efforts to have the Registration Statement Form S-1 declared effective under the Securities Act, the Company Proxy Statement approved for mailing in definitive form under the Exchange Act and the Keystone Proxy Statement approved or not objected to under the Banking Law and the regulations of the FDIC as promptly as practicable after such filing filings and the receipt of non-objection or approval, as the case may be, of the Application for Conversion by the FDIC and the Department, and thereafter the Company shall promptly mail to keep its shareholders the Registration Company Proxy Statement effective as long as necessary and Prospectus and Keystone shall promptly mail, or in the case of the Prospectus make available, to consummate its depositors the MergersKeystone Proxy Statement and the Prospectus. CCT and FSIC The Holding Company also shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “"blue sky” " permits and approvals required to carry out the Transactions, if any, issuance of Holding Company Common Stock in connection with the Merger and CCT the Conversion. The Company shall use reasonable best efforts to furnish all information concerning CCT the Company and the holders of CCT the Company Common Stock as may be reasonably requested by FSIC in connection with any of the foregoing actions. In the event that the Company has issued any securities, through its employee benefits plans or otherwise, in any offering which should have been registered or qualified under Federal or state securities laws which were not so registered or qualified, the Company shall promptly take such actionaction as the parties hereto mutually agree in order to eliminate, reduce or mitigate, to the extent possible, any contingent or other liability which the Company may have as a result of such offering. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Conversion, the Merger and the Bank Merger). Keystone and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information which appears in any filing made with or written materials submitted to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) Keystone and the Company shall, upon request, furnish each other with all information reasonably requested concerning themselves, their respective Subsidiaries, directors and officers and shareholders of the Company and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Form S-1 or any other filing statement, filing, notice or application made by or on behalf of FSICKeystone, CCT the Holding Company, the Company or any of their respective Consolidated Subsidiaries the Bank to any Governmental Entity in connection with the Mergers Conversion, the Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementtransactions contemplated hereby. (cd) Subject to applicable Law, each of FSIC Keystone and CCT the Company shall promptly advise furnish each other with copies of written communications received by Keystone or the other upon receiving Company, as the case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity, the consent or approval of which is required for consummation Entity in respect of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditionedtransactions contemplated hereby.

Regulatory Matters. (a) FSIC MMLC and CCT GSBD shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC MMLC and CCT GSBD shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT GSBD and FSIC MMLC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC GSBD shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT MMLC shall use reasonable best efforts to furnish all information concerning CCT MMLC and the holders of CCT MMLC Common Stock as may be reasonably requested by FSIC GSBD in connection with any such action. (b) Each of FSIC MMLC and CCT GSBD shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICMMLC, CCT GSBD or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC MMLC and CCT GSBD shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC and CCT shall as promptly as practicable, but in no case later than five (5) Business Days Promptly after the date of this Agreement, jointly First Horizon and IBKC shall prepare and file with the SEC the Registration Joint Proxy Statement, and First Horizon shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. First Horizon and IBKC, as applicable, shall use reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement. Each of FSIC First Horizon and CCT IBKC shall use its reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing filings and to keep the Registration Statement S-4 effective as for so long as necessary to consummate the Mergers. CCT transactions contemplated by this Agreement, and FSIC First Horizon and IBKC shall use reasonable best efforts to cause thereafter as promptly as practicable mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective stockholders upon such effectivenessshareholders. FSIC First Horizon shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT IBKC shall use reasonable best efforts to furnish all information concerning CCT IBKC and the holders of CCT IBKC Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with the each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the preparation case of the Registration Statement applications, notices, petitions and shall furnish filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within forty-five (45) days of the other date of this Agreement), to obtain as promptly as practicable all information reasonably requested as may be reasonably permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities which are necessary or advisable in connection to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the Registration Statement terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. First Horizon and IBKC shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case, subject to applicable laws relating to the exchange of information, all the information relating to IBKC or any other filing or application made by or on behalf of FSICFirst Horizon, CCT or as the case may be, and any of their respective Consolidated Subsidiaries to Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Mergers transactions contemplated by this Agreement. 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 obtaining all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other Transactions. Prior apprised of the status of matters relating to completion of the transactions contemplated in this Agreement, and each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the Effective Timeextent permitted by such Governmental Entity, each party hereto shall promptly notify give the other party (i) upon becoming aware of any event or circumstance and/or its counsel the opportunity to attend and participate in such meetings and conferences; and provided, that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT party shall promptly advise the other upon receiving party with respect to substantive matters that are addressed in any communication from meeting or conference with any Governmental EntityEntity in connection with or affecting the transactions contemplated by this Agreement which the other party does not attend or participate in, to the extent permitted by such Governmental Entity and subject to applicable law and Section 9.14. As used in this Agreement, the consent term “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders and approvals (and the expiration or approval termination of all statutory waiting periods in respect thereof) (i) from the Federal Reserve Board (in respect of the Merger and the Bank Merger), the Tennessee Department of Financial Institutions and the Louisiana Office of Financial Institutions, or (ii) referred to in Section 3.4 or Section 4.4 that are necessary to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), except for any such authorizations, consents, orders or approvals the failure of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained would not reasonably be expected to have, either individually or that in the receipt of any such approval may be materially delayed or conditionedaggregate, a Material Adverse Effect on the Surviving Entity.

Regulatory Matters. (ai) FSIC Since January 1, 2019, SHBI and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file its Subsidiaries have duly filed with the SEC appropriate regulatory authorities in substantially correct form the Registration Statement. Each of FSIC monthly, quarterly and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus annual reports required to be promptly mailed filed under applicable laws and regulations, and such reports were in all material respects complete and accurate and in compliance in all material respects with the requirements of applicable laws and regulations, and SHBI has previously delivered or delivered made available to their respective stockholders upon TCFC accurate and complete copies of all such effectivenessreports. FSIC shall also use In connection with the most recent examination of SHBI and its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals Subsidiaries by the appropriate regulatory authorities, neither SHBI nor any of its Subsidiaries was required to carry out the Transactionscorrect or change any action, procedure or proceeding which SHBI believes in good faith has not been now corrected or changed, other than corrections or changes which, if anynot made, and CCT shall use reasonable best efforts either individually or in the aggregate, would not have a Material Adverse Effect on SHBI. The most recent regulatory rating given to furnish all information concerning CCT and Shore United as to compliance with the holders Community Reinvestment Act is at least “satisfactory.” To the Knowledge of CCT Common Stock SHBI, since the last regulatory examination of Shore United with respect to Community Reinvestment Act compliance, Shore United has not received any material complaints as may be reasonably requested by FSIC in connection with any such actionto Community Reinvestment Act compliance. (bii) Each Neither SHBI nor any of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or its Subsidiaries nor any of their respective Consolidated Subsidiaries properties is a party to or is subject to any order, decree, directive, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, nor has SHBI or any of its Subsidiaries adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Entity in connection with Authority. SHBI and its Subsidiaries have paid all assessments made or imposed by any Governmental Authority. (iii) Neither SHBI nor any of its Subsidiaries has been advised by, nor does it have any Knowledge of facts which would reasonably be expected to give rise to an advisory notice by, any Governmental Authority that such Governmental Authority is contemplating issuing or requesting (or is considering the Mergers and appropriateness of issuing or requesting) any order, decree, directive, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission or any request for the other Transactions. Prior adoption of any policy, procedure or board resolution. (A) No Governmental Authority has initiated since January 1, 2019 or has pending any proceeding, enforcement action or, to the Effective TimeKnowledge of SHBI, each party hereto shall promptly notify investigation or inquiry into the business, operations, policies, practices or disclosures of SHBI or any of its Subsidiaries (other party (i) upon becoming aware than normal examinations conducted by a Governmental Authority in the ordinary course of any event or circumstance that is required to be described in an amendment the business of SHBI and its Subsidiaries), or, to the Registration Statement or in a supplement to Knowledge of SHBI, threatened any of the Joint Proxy Statement/Prospectus foregoing, and (iiB) after the receipt there is no unresolved violation, criticism, comment or exception by it of any comments of the SEC Governmental Authority with respect to the Joint Proxy Statement/Prospectus any report or the Registration Statement. statement relating to any examinations or inspections of SHBI or any of its Subsidiaries, except in each case in subparagraphs (cA) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions(B), that causes such party to believe that there is did not have a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditionedMaterial Adverse Effect on SHBI.

Regulatory Matters. (ai) FSIC and CCT shall There are no pending, or to the Knowledge of Synovus, threatened disputes or controversies (including with respect to capital requirements) as promptly as practicable, but in no case later than five (5) Business Days after of the date hereof between Synovus or any of its Affiliates and any Governmental Authority (or any capital plan, supervisory agreement or order with any Governmental Authority entered into or binding upon Synovus or any of its Affiliates) that (A) would reasonably be expected to prevent Synovus from being able to perform its obligations under this Agreement or (B) would reasonably be expected to impair the validity or consummation of this AgreementAgreement or the transactions contemplated hereby. As of the date hereof, jointly prepare (x) neither Synovus nor any of its Affiliates has received any indication from any Governmental Authority that such Governmental Authority will oppose the transactions contemplated hereby and file with (y) to the SEC the Registration Statement. Each Knowledge of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals Synovus no Governmental Authority required to carry out provide a Synovus Required Approval will oppose or not grant such Synovus Required Approval or grant such Synovus Required Approval subject to a Synovus Burdensome Condition. As of the Transactionsdate hereof, if anyneither Synovus nor any of its Affiliates is subject to any cease-and-desist or other similar order or enforcement action issued by, and CCT shall use reasonable best efforts or is a party to furnish all information concerning CCT and any written agreement, consent agreement or memorandum of understanding with, any Governmental Authority or is a party to any commitment letter or similar undertaking that prohibits the holders consummation of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionthis Agreement or the transactions contemplated hereby. (bii) Each Synovus was rated at least satisfactory following its most recent CRA examination by the regulatory agency responsible for its supervision prior to the date hereof. Neither Synovus nor any of FSIC and CCT shall cooperate with its Affiliates has received any written notice prior to the other in date hereof of any planned or threatened objection by any banking community group to the preparation transactions contemplated hereby. As of the Registration Statement date hereof, both currently and shall furnish after giving effect to the other all information reasonably requested transactions contemplated hereby (on a pro forma basis): (A) Synovus is and will be at least “well-capitalized” (as may be reasonably necessary or advisable in connection with the Registration Statement that term or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries replacement term therefor is defined from time to any Governmental Entity time in connection with the Mergers and the other Transactions. Prior regulations applicable to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus Synovus’s capital); and (iiB) after the receipt Synovus meets all capital requirements, standards and ratios required by it of any comments of the SEC each state or federal bank regulator with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Lawjurisdiction over Synovus, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of including any such approval may be materially delayed higher requirement, standard or conditionedratio as applied to Synovus by state or federal bank regulator.

Regulatory Matters. (a) FSIC NCF and CCT STI shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration StatementJoint Proxy Statement and STI shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of FSIC NCF and CCT STI shall use its their reasonable best efforts to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT NCF and FSIC STI shall use reasonable best efforts to cause thereafter mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective stockholders upon such effectivenessshareholders. FSIC STI shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT NCF shall use reasonable best efforts to furnish all information concerning CCT NCF and the holders of CCT Common NCF Capital Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Effective Time any information relating to either of the parties, or their respective affiliates, officers or directors, should be discovered by either party which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the shareholders of STI and NCF. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. NCF and STI shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information relating to STI or NCF, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (c) Each of NCF and STI shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICNCF, CCT STI or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each Each of FSIC NCF and CCT STI shall promptly advise the other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that the receipt of any such approval may will be materially delayed delayed. (e) STI and NCF shall promptly furnish each other with copies of written communications received by STI or conditionedNCF, as the case may be, or any of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement.

Regulatory Matters. (a) FSIC OTF and CCT OTF II shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT OTF shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT OTF II and FSIC OTF shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC OTF shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT OTF II shall use reasonable best efforts to furnish all information concerning CCT OTF II and the holders of CCT OTF II Common Stock as may be reasonably requested by FSIC OTF in connection with any such action. (b) Each of FSIC OTF and CCT OTF II shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICOTF, CCT OTF II or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC OTF and CCT OTF II shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after reasonably practicable following the date of this Agreementhereof, jointly WAL and Target shall cooperate in preparing and each shall cause to be filed with the SEC mutually acceptable Proxy Materials which shall constitute the proxy statement-prospectus relating to the matters submitted to the Target stockholders at the Special Meeting and WAL shall prepare and file with the SEC the Registration Statement. Each The proxy statement-prospectus will be included as a prospectus in and will constitute a part of FSIC and CCT the Registration Statement as WAL’s prospectus. WAL shall use its reasonable best efforts efforts, and Target shall cooperate with WAL, to have the Registration Statement declared effective under by the Securities Act as promptly as practicable after such filing SEC and to keep the Registration Statement effective as long as is necessary to consummate the MergersMerger and the transactions contemplated thereby. CCT WAL and FSIC Target shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Registration Statement received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) of the Proxy Materials or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or Proxy Materials, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. WAL will use reasonable best efforts to allow Target to cause the Joint Proxy Statement/Prospectus Materials to be mailed to Target stockholders as promptly mailed as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the WAL Common Stock issuable in connection with the Merger for offering or delivered sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement. If at any time prior to the Effective Time any information relating to WAL or Target, or any of their respective affiliates, officers or directors, should be discovered by WAL or Target, which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Materials so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Target. (b) The information regarding Target and its Subsidiaries to be supplied by Target for inclusion in the Registration Statement will not, at the time the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In connection with the preparation of the Registration Statement, Target shall receive a written opinion from Xxxxxxxx & Xxxxxxxx LLP, counsel to Target, dated as of the date on which the Registration Statement is declared effective, to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code. Such counsel shall be entitled to rely upon representation letters from each of WAL, Target and others, in each case, in form and substance reasonably satisfactory to such effectivenesscounsel. FSIC Each such representation letter shall be dated as of the date of such opinion. (c) The information regarding WAL and its Subsidiaries to be supplied by WAL for inclusion in the Registration Statement will not, at the time the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. In connection with the preparation of the Registration Statement, WAL shall receive a written opinion from Xxxxx Lovells US LLP, counsel to WAL, dated as of the date on which the Registration Statement is declared effective, to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code. Such counsel shall be entitled to rely upon representation letters from each of Target, WAL and others, in each case, in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated as of the date of such opinion. (d) WAL also use its reasonable best efforts shall take any action (other than qualifying to obtain all necessary do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities Law or “blue sky” permits laws in connection with the Merger and approvals required to carry out the Transactions, if any, each of Target and CCT WAL shall use reasonable best efforts to furnish all information concerning CCT it and the holders of CCT its Common Stock as may be reasonably requested by FSIC in connection with any such action. (be) Each Prior to the Effective Time, WAL shall use its commercially reasonable efforts to list on the New York Stock Exchange the additional shares of FSIC WAL Common Stock to be issued by WAL in exchange for the shares of Target Common Stock. (f) WAL and CCT Target will prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Requisite Regulatory Approvals. WAL and Target shall cooperate with each other to effect the foregoing. Target and WAL shall have the right to review in advance, and to the extent practicable each will consult the other on, in the preparation of the Registration Statement and shall furnish each case subject to applicable Laws relating to the other exchange of information, all the information reasonably requested relating to Target or WAL, as the case may be reasonably necessary be, which appears in any filing made with, or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICwritten materials submitted to, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the other Transactionstransactions contemplated hereby. Prior to In exercising the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all Governmental Entities necessary or advisable to consummate the Registration Statementtransactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (cg) Subject to applicable Law, each of FSIC WAL and CCT Target shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval Approval) will not be obtained or that the receipt of any such approval may will be materially delayed delayed. (h) The Board of Directors of Target or conditioneda committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act) shall adopt a resolution in advance of the Effective Time providing that the disposition by the officers and directors of Target of Target Common Stock, options to acquire Target Stock, Target Restricted Stock or Target Restricted Stock Units or other equity securities of Target pursuant to the Merger or the other transactions contemplated by this Agreement is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act.

Regulatory Matters. (a) FSIC Parent and CCT Susquehanna shall as promptly as practicableprepare and file with the SEC, but in no case later than five (5) Business Days 30 days after of the date of this Agreement, jointly the Proxy Statement and Parent shall promptly prepare and file with the SEC the Registration StatementS-4, in which the Proxy Statement will be included as a prospectus. Each of FSIC Parent and CCT Susquehanna shall use its reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and Susquehanna shall thereafter mail or deliver the Proxy Statement to keep the Registration Statement effective as long as necessary to consummate the Mergersits shareholders. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC Parent shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Susquehanna shall use reasonable best efforts to furnish all information concerning CCT Susquehanna and the holders of CCT Susquehanna Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, Parent and Susquehanna shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and Susquehanna shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and Susquehanna shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Susquehanna or Parent, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality. 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 Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the preparation transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the Registration Statement foregoing, each of Parent and Susquehanna shall furnish use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Parent, Susquehanna and their respective Subsidiaries. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or Susquehanna to take, or agree to take, any actions specified in this Section 6.1 that would reasonably be likely to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, giving effect to the Merger (measured on a scale relative to Susquehanna and its Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”). (d) Parent and Susquehanna shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICParent, CCT Susquehanna or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactionstransactions contemplated by this Agreement. Prior Each of Parent and Susquehanna agrees, as to itself and its Subsidiaries, that none of the Effective Time, each party hereto shall promptly notify the other party information supplied or to be supplied by it for inclusion or incorporation by reference in (i) upon becoming aware the Registration Statement will, at the time the Registration 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 event or circumstance that is material fact required to be described stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of Susquehanna’s meeting of its shareholders to consider and vote upon approval of this Agreement, 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, in an amendment to the light of the circumstances under which such statement was made, not misleading. Each of Parent and Susquehanna further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Registration Statement or in a supplement the Proxy Statement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the Joint Proxy Statement/Prospectus statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Registration Statement or the Registration Proxy Statement. (ce) Subject to applicable Law, each of FSIC Parent and CCT Susquehanna shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare Xxxxxxx and file Eagle (as to information to be included therein pertaining to Eagle) shall promptly cause to be pre- pared and filed with the SEC a registration statement of Xxxxxxx on Form S-4, including the Joint Proxy Statement/ Prospectus (the "Registration Statement") for the purpose of registering the Xxxxxxx Common Stock to be issued in the Merger, and for soliciting the adoption and approval of this Agreement and the Merger by the stockholders of Eagle and Web- ster. Each of FSIC Xxxxxxx and CCT Eagle shall use its their reasonable best efforts ef- forts to have the Registration Statement declared effective under by the Securities Act SEC as promptly soon as practicable possible after such the filing thereof. The par- ties shall cooperate in responding to and to keep considering any ques- tions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement effective as long as necessary is filed with the SEC, and prior to consummate the Mergers. CCT and FSIC shall use reasonable best efforts Closing Date, any event relating to cause Eagle is discovered by Eagle which should be set forth in an amendment of, or a sup- plement to, the Registration Statement, including the Joint Proxy Statement/Prospectus Prospectus, Eagle shall promptly inform Web- ster, and shall furnish Xxxxxxx with all necessary information relating to such event, whereupon Xxxxxxx shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Eagle and Xxxxxxx (if prior to the meeting of its re- spective stockholders pursuant to Section 6.3 hereof) will take all necessary action as promptly mailed as practicable to permit an appropriate amendment or delivered supplement to their respective be transmitted to its stockholders upon entitled to vote at such effectivenessmeeting. FSIC Xxxxxxx shall also use its reasonable best efforts to obtain all necessary state securities Law secu- rities law or “blue sky” "Blue Sky" permits and approvals required to carry car- ry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Bank Merger Agreement and Eagle shall use reasonable best efforts to furnish all information concerning CCT Eagle and the holders of CCT Eagle Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are neces- sary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Bank Merger). Eagle and Xxxxxxx shall have the right to review in advance, and to the extent practicable each will con- xxxx the other on, in each case subject to applicable laws re- lating to the preparation exchange of information, all the information re- lating to Eagle or Xxxxxxx, as the case may be, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the fore- going right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to consummation of the transactions contem- plated herein. (c) Eagle shall, upon request, furnish Xxxxxxx with all information reasonably requested concerning Eagle and its directors, offic- ers and stockholders and such other matters as may be reasonably reason- ably necessary or advisable in connection with the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries Xxxxxxx to any Governmental Entity in connection with the Mergers and Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contem- plated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC Xxxxxxx and CCT Eagle shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Governmen- tal Entity whose consent or approval of which is required for consummation consumma- tion of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood likeli- hood that any Requisite Regulatory Approval (as defined in Sec- tion 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare Sterling and file North Valley shall promptly cause the Registration Statement to be prepared, and filed by Sterling, with the SEC the Registration StatementSEC. Each of FSIC Sterling and CCT North Valley shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as soon as possible after the filing thereof. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC, and prior to the Closing Date, any event relating to North Valley or Sterling is discovered by North Valley or Sterling, as applicable, which should be set forth in an amendment of, or a supplement to, the Registration Statement, the discovering party shall promptly inform the other party with all relevant information relating to such event, whereupon Sterling shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of North Valley and Sterling (if prior to the meeting of the shareholders of North Valley pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus permit an appropriate amendment or supplement to be promptly mailed or delivered transmitted to their respective stockholders upon the shareholders entitled to vote at such effectivenessmeeting. FSIC Sterling shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement and the Institution Merger Agreement, and CCT North Valley shall use reasonable best efforts to furnish all information concerning CCT North Valley and the holders of CCT North Valley Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and any Governmental Entity that are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Institution Merger). North Valley and Sterling shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws relating to the preparation exchange of information, all the information relating to North Valley or Sterling, as the case may be, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In addition, counsel to North Valley shall be provided with a draft of all regulatory applications prior to their submission and shall have a period of five business days within which to review and comment on such applications. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to consummation of the transactions contemplated herein. (c) North Valley and Sterling shall each furnish the other with all information reasonably requested concerning each other and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Statement, the Proxy Statement/Prospectus or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT Sterling or any of their respective Consolidated Subsidiaries North Valley to any Governmental Entity in connection with the Mergers and Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC Sterling and CCT North Valley shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after practicable following the date of this Agreement, jointly ViewPoint, with the assistance and cooperation of Highlands, shall promptly prepare and file with the SEC the Registration Form S-4, in which the Proxy Statement, which will be prepared by Highlands with the assistance of ViewPoint, will be included. Each of FSIC ViewPoint and CCT Highlands shall use its commercially reasonable best efforts to respond as promptly as practicable to any written or oral comments from the SEC or its staff with respect to the S-4 or any related matters. Each of Highlands and ViewPoint shall use its commercially reasonable best efforts to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective maintain such effectiveness for as long as necessary to consummate the MergersMerger and the other transactions contemplated by this Agreement. CCT and FSIC Upon the Form S-4 being declared effective, Highlands shall use reasonable best efforts thereafter mail or deliver the Proxy Statement to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessits shareholders. FSIC ViewPoint shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Highlands shall use reasonable best efforts to furnish all information concerning CCT Highlands and the holders of CCT Highlands Common Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to Highlands or ViewPoint, or any of their respective affiliates, directors or officers, should be discovered by the Highlands or ViewPoint that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to Highland’s shareholders. (b) Each In addition to their obligations pursuant to Section 6.1(a), Highlands and ViewPoint shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “Blue Sky” laws and regulations promulgated thereunder and provide each other with copies of FSIC any such filings. ViewPoint and CCT Highlands shall advise the other party, promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of ViewPoint Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Proxy Statement or the Form S-4, comments thereon from the SEC’s staff and each party’s responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the Form S-4 shall be filed without the approval of each of Highlands and ViewPoint, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, ViewPoint and Highlands shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the preparation most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the Registration Statement conditions precedent to the obligations of Highlands (in the case of ViewPoint) or ViewPoint (in the case of Highlands) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, expirations or terminations of waiting periods under the HSR Act or other antitrust laws, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain expirations or terminations of waiting periods under the HSR Act or other antitrust laws, an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file, and cause their respective Subsidiaries to prepare and file, all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. In furtherance (but not in limitation) of the foregoing, ViewPoint shall, and shall cause ViewPoint Bank to, use commercially reasonable efforts to file any required applications, notices or other filings with the FRB, OCC, and under the HSR Act within thirty (30) days of the date hereof. Highlands and ViewPoint shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all the information relating to Highlands or ViewPoint, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. (d) Each of ViewPoint and Highlands shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICViewPoint, CCT Highlands or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to applicable Law, each Each of FSIC ViewPoint and CCT Highlands shall promptly advise the other upon receiving any communication from any Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(e)) will not be obtained or that the receipt of any such approval may be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC The Parties hereto shall promptly cooperate with each other and CCT shall as use their reasonable best efforts to promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with by February 1, 2008 or as soon as reasonably possible thereafter the SEC Form S-1, the Registration Prospectus and the Proxy Statements relating to the meetings of shareholders of the Company and Home Bancorp and the members of the MHC to be held pursuant to Section 5.2 of this Agreement (the “Company Proxy Statement”, the “Home Bancorp Proxy Statement” and the “MHC Proxy Statement,” respectively) under the Securities Act and the Exchange Act, as applicable. Each of FSIC the Holding Company, Home Bancorp and CCT the Company shall use its reasonable best efforts to have the Registration Statement Form S-1 declared effective under the Securities Act, the Home Bancorp Proxy Statement approved for mailing in definitive form under the Exchange Act and the MHC Proxy Statement approved or not objected to under the regulations of the OTS as promptly as practicable after such filing filings and to keep the Registration Statement effective as long as necessary to consummate receipt of approval, of the Mergers. CCT Application for Conversion by the OTS and FSIC thereafter the Company and Home Bancorp shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered mail to their respective stockholders upon such effectivenessshareholders the Company Proxy Statement and Prospectus and Home Bancorp Proxy Statement and Prospectus, respectively, and the MHC shall promptly mail, or in the case of the Prospectus make available, to its members the MHC Proxy Statement and the Prospectus. FSIC The Holding Company also shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals required to carry out the Transactions, if any, issuance of Holding Company Common Stock in connection with the Merger and CCT the Conversion. The Company shall use reasonable best efforts to furnish all information concerning CCT the Company and the holders of CCT the Company Common Stock as may be reasonably requested by FSIC in connection with any of the foregoing actions. In the event that the Company has issued any securities, through its employee benefits plans or otherwise, in any offering which should have been registered or qualified under Federal or state securities laws which were not so registered or qualified, the Company shall promptly take such actionaction as the parties hereto mutually agree in order to eliminate, reduce or mitigate, to the extent possible, any contingent or other liability which the Company may have as a result of such offering. (b) Each of FSIC and CCT The Parties hereto shall promptly cooperate with each other and use their reasonable best efforts to promptly prepare and file by February 1, 2008 or as soon as reasonably possible thereafter all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties which are necessary or advisable to consummate the other transactions contemplated by this Agreement (including without limitation the Conversion, the Merger and the Bank Merger). Home Bancorp, the MHC and the Company shall have the right to review in advance, and to the preparation extent practicable each will consult with the others on, in each case subject to applicable laws relating to the exchange of information, all the information which appears in any filing made with or written materials submitted to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Registration Statement Parties hereto shall act reasonably and shall furnish 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the others apprised of the status of matters relating to completion of the transactions contemplated herein. (c) Home Bancorp, the MHC and the Company shall, upon request, furnish each other with all information reasonably requested concerning themselves, their respective Subsidiaries, directors and officers and shareholders of the Company and Home Bancorp and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Form S-1 or any other filing statement, filing, notice or application made by or on behalf of FSICHome Bancorp, CCT Home Federal, the MHC, the Holding Company, the Company or any of their respective Consolidated Subsidiaries the Bank to any Governmental Entity in connection with the Mergers Conversion, the Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementtransactions contemplated hereby. (cd) Subject to applicable LawHome Bancorp, each of FSIC the MHC and CCT the Company shall promptly advise furnish each other with copies of written communications received by Home Bancorp, the other upon receiving MHC or the Company, as the case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity, the consent or approval of which is required for consummation Entity in respect of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditionedtransactions contemplated hereby.

Regulatory Matters. (a) FSIC FNB agrees to prepare the Registration Statement to be filed by FNB with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Joint Proxy Statement and CCT prospectus and other proxy solicitation materials of Omega and FNB constituting a part thereof and all related documents. Omega shall prepare and furnish to FNB such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and Omega, and its legal, financial and accounting advisors, shall have the right to review in advance and approve, which approval shall not be unreasonably withheld such Registration Statement prior to its filing. Omega agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Joint Proxy Statement. As long as Omega has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Joint Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC Omega and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, if any, Omega and CCT FNB shall use reasonable best efforts each promptly mail at its expense the Joint Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits respective shareholders. (b) Each of FSIC Omega and CCT FNB agree that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration 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. Each of Omega and FNB agree that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Joint Proxy Statement and any amendment or supplement thereto shall cooperate 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. Each of Omega and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the Joint 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 an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of Omega and/or FNB. (c) FNB agrees to advise Omega, promptly after FNB 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 FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB 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 Registration Statement or for additional information. (d) 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, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. Omega and FNB shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Omega or FNB, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a material adverse effect on FNB and its Subsidiaries (including the Surviving Company after giving effect to the Merger) taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, Omega agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Omega and FNB following consummation of the Merger. (e) Each of FNB and Omega shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT Omega or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cf) Subject to applicable Law, each Each of FSIC FNB and CCT Omega shall promptly advise the other upon receiving any communication from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such approval may be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT file, as soon as practicable, the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of IRGB constituting a part thereof and all related documents. IRGB shall prepare and furnish to FNB such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and IRGB, and its legal, financial and accounting advisors, shall have the right to review in advance and approve, which approval shall not be unreasonably withheld such Registration Statement prior to its filing. IRGB agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. As long as IRGB has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC IRGB and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, if any, and CCT IRGB shall use reasonable best efforts each promptly mail at its expense the Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits shareholders. (b) Each of FSIC IRGB and CCT FNB agree that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration 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. Each of IRGB and FNB agree that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate 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. Each of IRGB and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the 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 an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of IRGB and/or FNB. (c) FNB agrees to advise IRGB, promptly after FNB 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 FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB 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 Registration Statement or for additional information. (d) 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, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. IRGB and FNB shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to IRGB or FNB, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on FNB and its Subsidiaries (including the Surviving Company after giving effect to the Merger) taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, IRGB agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of IRGB and FNB following consummation of the Merger. (e) Each of FNB and IRGB shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT IRGB or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cf) Subject to applicable Law, each Each of FSIC FNB and CCT IRGB shall promptly advise the other upon receiving any communication from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such approval may be materially delayed delayed. (g) IRGB and FNB shall consult with each other before issuing any press release with respect to the Merger or conditionedthis Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, but after such consultation, to the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be required by law or the rules or regulations of the SEC, the FDIC, the OCC, the NYSE or FINRA. In addition, the Chief Executive Officers of IRGB and FNB shall be permitted to respond to appropriate questions about the Merger from the press. IRGB and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC ANB shall promptly prepare and CCT shall as promptly as practicable, but in no case later than five (5) Business Days file the S-4 Registration Statement with the SEC after the date of this Agreementhereof. IRBC and its counsel, jointly prepare accountants and file with advisors shall have the SEC right to review and comment upon the Registration Statement, and revisions made in response to such comments, a reasonable period prior to filing. Each of FSIC and CCT ANB shall use its commercially reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities 1933 Act as promptly as practicable after such filing and to keep filing. Once the S-4 Registration Statement has been declared effective as long as necessary to consummate by the Mergers. CCT and FSIC SEC, IRBC shall use reasonable best efforts to cause mail the Joint Proxy Statement/Prospectus to be promptly mailed or delivered its stockholders simultaneously with delivery of notice of the meeting of stockholders called to their respective stockholders upon such effectivenessapprove the Merger. FSIC ANB shall also use its commercially reasonable best efforts to obtain all necessary state securities Law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if anytransaction provided for in this Agreement, and CCT IRBC shall use reasonable best efforts to furnish all information concerning CCT IRBC and the holders of CCT IRBC Common Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Effective Time of the Merger any event shall occur which should be set forth in an amendment of, or a supplement to, the Proxy Statement/Prospectus, IRBC will promptly inform ANB and cooperate and assist ANB in preparing such amendment or supplement and mailing the same to the stockholders of IRBC. Subject to Section 10.1(k) of this Agreement, the IRBC Board shall recommend that the holders of IRBC Common Stock vote for and adopt the Merger provided for in the Proxy Statement/Prospectus and this Agreement. (b) Each of FSIC and CCT The Parties shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings and to obtain as promptly as practicable all Consents of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions provided for in this Agreement. ANB and IRBC shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws relating to the preparation exchange of information, all the information relating to ANB or IRBC, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Regulatory Authority in connection with the transactions provided for in this Agreement. In exercising the foregoing right, each of the Registration Statement Parties hereto shall act reasonably and shall furnish as promptly as practicable. The Parties hereto agree that they will consult with each other with respect to the obtaining of all Permits and Consents, approvals and authorizations of all third parties and Regulatory Authorities necessary or advisable to consummate the transactions provided for in this Agreement, and each Party will keep the other apprised of the status of matters relating to completion of the transactions provided for in this Agreement. (c) ANB and IRBC shall, upon request, furnish each other all information reasonably requested as concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters that may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the S-4 Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICANB, CCT IRBC or any of their Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions provided for in this Agreement. (d) ANB and IRBC shall promptly furnish each other with copies of all applications, notices, petitions and filings with all Regulatory Authorities, and all written communications received by ANB or IRBC, as the case may be, or any of their respective Consolidated Subsidiaries Subsidiaries, Affiliates or associates from, or delivered by any of the foregoing to, any Regulatory Authority, in respect of the transactions provided for herein. (e) ANB will indemnify and hold harmless IRBC and its officers, directors and employees from and against any and all actions, causes of actions, losses, damages, expenses or Liabilities to which any Governmental Entity such entity, or any director, officer, employee or controlling person thereof, may become subject under applicable Laws (including the 1933 Act and the 1934 Act) and rules and regulations thereunder and will reimburse IRXX, xxx any such director, officer, employee or controlling person for any legal or other expenses reasonably incurred in connection with the Mergers and the other Transactions. Prior to the Effective Timeinvestigating or defending any actions, each party hereto shall promptly notify the other party (i) whether or not resulting in liability, insofar as such losses, damages, expenses, liabilities or actions arise out of or are based upon becoming aware any untrue statement or alleged untrue statement of any event or circumstance that is required to be described a material fact contained in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint , Proxy Statement/Prospectus or any application, notice, petition, or filing with any Regulatory Authority or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statement therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing in connection therewith by any ANB Company. (f) IRBC will indemnify and hold harmless ANB and its officers, directors and employees from and against any and all actions, causes of actions, losses, damages, expenses or Liabilities to which any such entity, or any director, officer, employee or controlling person thereof, may become subject under applicable Laws (including the 1933 Act and the 1934 Act) and rules and regulations thereunder and will reimburse ANX, xxx xny such director, officer, employee or controlling person for any legal or other expenses reasonably incurred in connection with investigating or defending any actions, whether or not resulting in liability, insofar as such losses, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving Proxy Statement/Prospectus or any communication from any Governmental Entityapplication, the consent notice, petition, or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that filing with any Regulatory Approval will Authority or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statement therein not be obtained or that the receipt of misleading, but only insofar as any such approval may be materially delayed statement or conditionedomission was made in reliance upon and in conformity with information furnished in writing in connection therewith by any IRBC Company.

Regulatory Matters. (a) FSIC and CCT shall as promptly as practicable, but in no case later than five Within thirty (530) Business Days after the date hereof or any shorter period as required by applicable Law, (i) each of Parent and the Company shall file any Notification and Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, and Parent and the Company shall make any similar required competition law filings under any other applicable Laws, including, but not limited to, Antitrust Laws with respect to the transactions contemplated by this Agreement, jointly prepare and file shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable, (ii) each of Parent and the Company shall make any required filings under any other Antitrust Laws, and (iii) the Company shall make an application with the SEC Department of State relating to the Registration Statement. Each registration of FSIC the Company or any of its Subsidiaries as an exporter under ITAR (which application shall request that any related ITAR licenses relating to the Company or any of its Subsidiaries as an exporter under ITAR be transferred to the Company or any of its Subsidiaries upon the Closing Date). (b) Within thirty (30) Business Days after the date hereof, each of Parent and CCT the Company shall make, and shall cause its Subsidiaries to make all necessary filings with or applications to any Governmental Authority that has issued a Company Permit with respect to the transactions contemplated by this Agreement, including any necessary applications to the FCC for its consent to the transactions contemplated hereby with respect to a Company Permit issued by the FCC (the "FCC CONSENT APPLICATION"). (c) Parent and the Company shall, and shall cause their respective Subsidiaries to: (i) use their reasonable best efforts to obtain prompt termination of any waiting period under the HSR Act and prompt termination of any other requisite waiting period under any applicable Law; (ii) cooperate and consult with each other in connection with the making of all filings, notifications and any other material actions pursuant to this Section 4.8, including subject to Applicable Law, by permitting counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority and by providing counsel for the other party with copies of all filings and submissions made by such party and all correspondence between such party (and its advisors) with any Governmental Authority and any other information supplied by such party and such party's Subsidiaries to a Governmental Authority or received from such a Governmental Authority in connection with the transactions contemplated by this Agreement, provided, however, that materials may be redacted (x) to remove references concerning the valuation of Parent, the Company, or any of their Subsidiaries, and (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable privilege or confidentiality concerns; (iii) furnish to the other parties such information and assistance as such parties reasonably may request in connection with the preparation of any submissions to, or agency proceedings by, any Governmental Authority; (iv) promptly inform the other party of any communications with, and inquiries or requests for information from, such Governmental Authorities in connection with the transactions contemplated by the Agreement; (v) consult with the other parties in advance of any meeting or conference, whether in-person or by telephone, with any such Governmental Authority or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by such applicable Governmental Authority or other Person, give the other parties the opportunity to attend and participate in such meetings and conferences; and (vi) use their reasonable best efforts to cause the Regulatory Conditions to be satisfied. (d) Parent and the Company shall, and shall cause their respective Subsidiaries to: (i) use reasonable best efforts to diligently prosecute all applications with the FCC, including the FCC Consent Application, and all similar foreign Governmental Authorities for consent to the transactions contemplated herein and to provide all appropriate filings and notifications to foreign Governmental Authorities, (ii) furnish to the other parties such information and assistance as such parties reasonably may request in connection with the preparation or prosecution of any such applications, and (iii) keep the other parties promptly apprised of any communications with, and inquiries or requests for information from, such Governmental Authorities with respect to the transactions contemplated hereby. (e) In furtherance and not in limitation of the covenants of the parties contained in Sections 4.8(a), (b), (c), and (d), each party agrees to use its reasonable best efforts to have address such objections, if any, as may be asserted with respect to the Registration Statement declared effective transactions contemplated hereby under the Securities Communications Act of 1934, as promptly as practicable after such filing amended (the "COMMUNICATIONS ACT"), the Telecommunications Act of 1996, any rule, regulation or policy of the FCC, and/or any statute, rule, regulation or policy of any other Governmental Authority with respect to the operation of channels of radio communication and/or the provision of communications services (including the provision of direct-to-home video programming) (collectively, "COMMUNICATIONS REGULATION") or any applicable Antitrust Law. In connection with the foregoing, each party agrees to cooperate and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law assist in any defense by any other party hereto of the transactions contemplated by this Agreement before any Governmental Authority reviewing the transactions contemplated by this Agreement, including by providing (as promptly as practicable) such information as may be requested by such Governmental Authority or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock such assistance as may be reasonably requested by FSIC the other party hereto in connection with any such actiondefense. (bf) Each If any objections are asserted with respect to the transactions contemplated hereby, or if any Action is instituted by, any Governmental Authority or any private party challenging any of FSIC and CCT shall cooperate the transactions contemplated hereby as violative of any applicable Antitrust Law or Communications Regulation or other applicable Law, the parties shall, subject to Section 4.9, use their reasonable best efforts to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Law with the other in goal of enabling the preparation transactions contemplated by this Agreement to be consummated by the Outside Date. In furtherance of the Registration Statement and shall furnish parties' obligations under this Section 4.8, Parent and, to the extent requested by Parent, the Company, shall be required, with the goal of enabling the parties to consummate the transactions contemplated by this Agreement by the Outside Date, to, propose, negotiate, commit to and enter into one or more settlements, undertakings, conditions, consent decrees, stipulations and other all information reasonably requested as may be reasonably necessary agreements with or advisable to one or more Governmental Authorities (each, a "SETTLEMENT") in connection with the Registration Statement transactions contemplated by this Agreement (including obtaining the requisite consent of such Governmental Authorities), including one or any other filing more Settlements that require Parent or, to the extent requested by Parent, the Company, to restructure the operations of, and sell or application made by otherwise divest or on behalf dispose of FSICits or its Subsidiaries' assets up to the Limit; provided, CCT or however, that (A) the Company shall not take any of the foregoing actions without the consent of Parent, and (B) Parent shall not take any of the foregoing actions without the consent of the Company if such actions would bind the Company to do something irrespective of whether the Closing occurs. In addition, Parent and the Company and their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior shall, subject to the Effective Timepreceding and next succeeding sentences, each party hereto use their respective reasonable best efforts to seek to lift, reverse or remove any temporary restraining order, preliminary or permanent injunction or other order or decree that would otherwise give rise to a failure of any Regulatory Conditions. Notwithstanding anything to the contrary in this Agreement, Parent shall promptly notify not be obligated to agree, and neither the other party Company nor any Subsidiary shall or shall agree without Parent's consent, to take any action or to accept any condition, restriction, obligation or requirement with respect to Parent, the Company, their respective Subsidiaries or their and their Subsidiaries' assets if such action, condition, restriction, obligation or requirement would be, or result in, individually or in the aggregate, a Burdensome Condition. (g) Notwithstanding anything to the contrary herein, nothing in this Section 4.8 shall (i) upon becoming aware of any event limit either the Company's or circumstance that is required Parent's right to be described terminate this Agreement pursuant to Section 6 hereof so long as such party has complied in an amendment to the Registration Statement all material respects with its obligations under this Section 4.8, or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of require any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that amend this Agreement or to waive or forbear from exercising any Regulatory Approval will not be obtained of its rights or that the receipt of any such approval may be materially delayed remedies hereunder or conditionedunder this Agreement.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days practicable after the date of this Agreementhereof, jointly the Company shall prepare and file with the SEC the Registration Statement. Each of FSIC Proxy Statement and CCT shall use its reasonable best efforts to have respond to any comments of the Registration SEC or its staff and to cause the Proxy Statement declared effective under to be mailed to the Securities Act Company's stockholders as promptly as practicable. Notwithstanding the previous sentence, prior to responding to any comments of the SEC or its staff, the Company shall (i) notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information, (ii) provide Parent with the Company's proposed responses to the comments of the SEC or its staff for Parent's review, and (iii) reasonably respond to or incorporate Parent's comments. The Company will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Company Stockholders' Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable after prepare and mail to its stockholders such filing an amendment or supplement. The Company shall consult with Parent (and reasonably respond to keep the Registration Statement effective as long as necessary or incorporate Parent's comments) prior to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint mailing any Proxy Statement/Prospectus , or any amendment or supplement thereto. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto. (b) Subject to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC Section 5.1(d), each of the parties shall also use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, the Merger, including (i) the taking of all reasonable steps to obtain all necessary state securities Law actions or “blue sky” permits nonactions, waivers, consents and approvals required to carry out from Governmental Entities and the Transactionsmaking of all necessary registrations and filings (including filings and applications with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, including filing as promptly as practicable after the date hereof a Notice of Investment under Section 12 of the Investment Canada Act and CCT shall if Parent reasonably determines that it is required (after consultation with its and the Company's counsel), as promptly as practicable after making such determination, an application for review under the Investment Canada Act (it being understood that the parties will use their reasonable best efforts to furnish bring any such review under the Investment Canada Act to a conclusion as promptly as reasonably practicable), (ii) the taking of all information concerning CCT reasonable steps to obtain all necessary consents or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have vacated or reversed any decree, order or judgment entered by any court or other Governmental Entity that would restrain, prevent or delay the Closing and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. 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 Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Subject to applicable Laws and Regulations relating to the exchange of information, the Company and Parent and their respective counsel shall (i) have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials to be submitted to, any Governmental Entity in connection with the Merger and the holders other transactions contemplated by this Agreement, (ii) promptly inform each other of CCT Common Stock any communication (or other correspondence or memoranda) received from, or given to, the U.S. Department of Justice, the U.S. Federal Trade Commission, or any other Governmental Antitrust Entity and (iii) furnish each other with copies of all correspondence, filings and written communications between them or their Subsidiaries or Affiliates, on the one hand, and any Governmental Entity or its respective staff, on the other hand, with respect to this Agreement and the Merger. Each party shall provide the other party and its counsel with advance notice of and the opportunity to participate in any discussion, telephone call or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Merger or the other transactions contemplated by this Agreement and to participate in the preparation for such discussion, telephone call or meeting. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1 as "Antitrust Counsel Only Material." Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Parent as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 5.1, materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation of the Company and its Subsidiaries or as regards Parent's plans for conducting its business or that of the Company after the transactions contemplated by this Agreement. (c) Without limiting the generality of the undertakings pursuant to this Section 5.1, but subject to Section 5.1(d), the parties hereto shall: (i) provide or cause to be provided promptly to Governmental Entities with regulatory jurisdiction over enforcement of any applicable federal, state, local or foreign antitrust or competition law, regulation or order ("ANTITRUST LAWS" and each such Governmental Entity, a "GOVERNMENTAL ANTITRUST ENTITY") information and documents requested by any Governmental Antitrust Entity or necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any Antitrust Laws promptly following the date of this Agreement and thereafter to respond promptly (and within the time frame specified by Parent in accordance with Section 5.1(d)) to any request for additional information, data or documentary material that may be made under the HSR Act or the Competition Act and any additional consents and filings under any Antitrust Laws; (ii) use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt approval of consummation of the transactions contemplated by this Agreement by any Governmental Antitrust Entity; and (iii) use their reasonable best efforts to resolve any objections and challenges, including by contest through litigation on the merits, negotiation or other action, that may be asserted by any Governmental Antitrust Entity with respect to the transactions contemplated by this Agreement under the HSR Act and any Antitrust Laws. (d) The parties shall take all actions necessary to avoid or eliminate each and every impediment under any Antitrust Laws so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date), including (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of the Company, Parent and their respective Subsidiaries and (y) otherwise taking or committing to take actions that after the Closing Date would limit Parent's or its Subsidiaries' freedom of action (other than as would allow Parent to terminate this Agreement under Section 7.1(i)) with respect to, or its or their ability to retain, one or more of the businesses, product lines or assets of the Company, Parent and their respective Subsidiaries, in each case as may be reasonably required in order to avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction, in any suit or proceeding under any Antitrust Laws, which would otherwise have the effect of preventing the Closing, and in that regard Parent and, if requested by FSIC Parent, the Company shall agree to divest, sell, dispose of, hold separate, or otherwise take or commit to take any action that limits its freedom of action (other than as would allow Parent to terminate this Agreement under Section 7.1(i)) with respect to, or Parent or Parent's Subsidiaries' ability to retain, any of the businesses, product lines or assets of the Company, Parent or any of their respective Subsidiaries, provided that any such action shall be conditioned upon the consummation of the Merger. Notwithstanding anything in this Agreement to the contrary, in no event will Parent or Merger Sub be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other action that, in the reasonable judgment of Parent, (i) could be expected to result in divestiture of, or operational restrictions on, businesses, product lines or assets (of the Company, Parent or Subsidiaries of either) having aggregate revenues in the twelve months ending December 31, 2005 in excess of $200 million (it being understood that such amount shall be reduced by the aggregate amount of revenues in the year ended December 31, 2005 of all "affected facilities" described in Section 6.2(a) hereof), (ii) could be expected to limit the right of Parent or the Surviving Corporation to own or operate all or any portion of Rose Hills, or (iii) could be expected to result in an Unacceptable Restriction (as defined in Section 7.1(i)) (the circumstances described in any of clauses (i), (ii) or (iii) above, an "UNACCEPTABLE CONDITION"). With regard to any Governmental Antitrust Entity, neither the Company nor any of its Subsidiaries (or any of their respective Affiliates) shall, without Parent's prior written consent in Parent's sole discretion, discuss or commit to any divestiture transaction, or discuss or commit to alter their businesses or commercial practices in any way, or otherwise discuss, take or commit to take any action that limits Parent's freedom of action with respect to, or Parent's ability to retain any of the businesses, product lines or assets of, the Surviving Corporation or otherwise receive the full benefits of this Agreement. In furtherance and not in limitation of the foregoing, the Company agrees that notwithstanding anything to the contrary in this Agreement, Parent will take the lead in all meetings and communications with any Governmental Entity in connection with any Antitrust Laws, including by determining the appropriate timing of any such actionmeeting or communication (including (x) the timing of the submission of any filing with, or response to any request by, a Governmental Entity, and (y) the timing of any action taken pursuant to this Section). In each such instance, the Company shall respond within the time frame reasonably specified by Parent. Parent's obligations set forth in this Section 5.1(d) are subject to the Company's timely compliance with all of its obligations set forth in this Section 5.1. (be) Each of FSIC Parent and CCT shall cooperate the Company shall, upon request, furnish each other with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested concerning themselves, their respective Subsidiaries, directors, officers, employees and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Proxy Statement or any other filing statement, filing, notice, application or application other document made by or on behalf of FSICParent, CCT the Company or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cf) Subject to applicable Law, each of FSIC Parent and CCT the Company shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval such consent or approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare Webster and file DS Bancor (as to information to be included therein pertaining to DS Bancor) shall promptly cause to be prepared and filed with the SEC a registration statement of Webster on Form S-4, including the Proxy Statement/Prospectus (the "Registration Statement") for the purpose of registering the Xxxxxxx Common Stock to be issued in the Merger (including the Xxxxxxx Common Stock that may be issued upon exercise of the options referred to in Section 1.6 hereof), and for soliciting the approval of this Agreement and the Merger by the shareholders of DS Bancor and for soliciting the approval by the shareholders of Webster for the issuance of the Webster Common Stock to DS Bancor's shareholders as part of the Merger. Each of FSIC Webster and CCT DS Bancor shall use its reasonable their best efforts to have the Registration Statement declared effective under by the Securities Act SEC as soon as possible after the filing. DS Bancor shall cooperate with Webster in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement concerning DS Bancor. If at any time after the Registration Statement is filed with the SEC, and prior to the Closing Date, any event relating to DS Bancor is discovered by DS Bancor, which should be set forth in an amendment of, or a supplement to, the Registration Statement, including the Prospectus/Proxy Statement, DS Bancor shall promptly so inform Webster, and shall furnish Webster with all necessary information relating to such event. If at any time after the Registration Statement is filed with the SEC, and prior to the Closing Date, any event relating to Xxxxxxx is discovered by Xxxxxxx, which should be set forth in an amendment of, or a supplement to, the Registration Statement, including the Prospectus/Proxy Statement, Xxxxxxx shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Xxxxxxx shall thereupon cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of the amendment to the Registration Statement with the SEC, DS Bancor (if prior to the meeting of DS Bancor's shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus permit an appropriate amendment or supplement to be promptly mailed or delivered transmitted to their respective stockholders upon DS Bancor's shareholders entitled to vote at such effectivenessmeeting. FSIC Webster shall also use its all reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Bank Merger Agreement and DS Bancor shall use reasonable best efforts to furnish all information concerning CCT DS Bancor and the holders of CCT DS Bancor Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Bank Merger). DS Bancor and Webster shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information relating to DS Bancor or Webster, as the case may be, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (c) DS Bancor shall, upon request, furnish Webster with all information reasonably requested concerning DS Bancor and its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT Xxxxxxx or any of their respective Consolidated Subsidiaries Xxxxxxx Bank to any Governmental Entity in connection with the Mergers and Merger, the Bank Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC Webster and CCT DS Bancor shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC The Company shall promptly prepare and CCT shall as promptly as practicablefile with the SEC, but in no case later than thirty-five (535) Business Days days after the date of this Agreement, jointly prepare the Proxy Statement, and file each of the Parent Entities shall cooperate with the SEC Company in connection with the Registration preparation of the Proxy Statement. Each of FSIC and CCT The Company shall use its reasonable best efforts to have the Registration Proxy Statement declared effective under cleared by the Securities Act SEC as promptly as practicable after such filing and shall thereafter as promptly as practicable (but in any event no later than ten (10) days thereafter) mail or deliver the Proxy Statement to keep its stockholders. The Company shall as promptly as reasonably practicable notify Parent of the Registration receipt of any oral or written comments from the staff of the SEC relating to the Proxy Statement. The Company shall cooperate and provide Parent with the opportunity to review and comment on (i) the draft of the Proxy Statement effective (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to the filing of the Proxy Statement with or sending such to the SEC, and the Company will (x) consider Parent’s comments in good faith, (y) not make any statement therein regarding Parent or any of its affiliates without Parent’s consent (not to be unreasonably withheld), except as long may be required by applicable Law and (z) provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to its stockholders. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the Mergerstransactions contemplated by this Agreement (including the Merger, the Bank Merger and the Holdco Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. CCT Without limiting the generality of the foregoing, as soon as practicable and FSIC in no event later than forty-five (45) days after the date of this Agreement, each of the Parent Entities and the Company shall, and shall cause their respective Subsidiaries to, prepare and file any applications, notices and filings required to be filed with any regulatory agency in order to obtain the Requisite Regulatory Approvals; provided, that, notwithstanding that Company Bank is required to file an application under the Bank Merger Act, each of the Parent Entities shall, and shall cause their respective Subsidiaries to, prepare such application and be responsible for the approval process relating thereto. In connection with the foregoing, any filing party shall request confidential treatment for any information another party shall request be kept confidential, to the extent permitted by applicable Law, and shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus such request to be granted. Subject to Section 6.1(c), each of the Parent Entities and the Company shall use, and shall cause its applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly mailed as reasonably practicable. Each of the Parent Entities and the Company shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, any filing made with, or delivered written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. 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 their respective stockholders upon such effectivenessthe obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other parties apprised promptly of the status of filings and applications, including communications with Governmental Entities, and all other matters relating to completion of the transactions contemplated hereby. FSIC Each party shall also consult with the other parties in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement. (c) In furtherance and not in limitation of the foregoing, each of the Parent Entities and the Company shall use its reasonable best efforts to obtain all necessary state securities Law avoid the entry of, or to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing; provided that none of the Parent Entities shall have any obligation to litigate or participate in the litigation of any action, suit or proceeding, whether judicial or administrative, in order to oppose or defend any action, suit or proceeding by the Federal Reserve Board, the OCC, the FDIC, the NYDFS, the SEC or FINRA. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require any of the Parent Entities or permit the Company to take any action, or commit to take any action, or agree to any condition or restriction that would (i) reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or condition (financial or otherwise) of Parent and its Subsidiaries, taken as a whole after giving effect to the transactions contemplated hereby (but measured on a scale relative to the Company and its Subsidiaries, taken as a whole as of the date hereof), (ii) cause Parent to lose, suffer any diminution in or have otherwise adversely modified or impaired any of its legislative or regulatory rights, statuses or privileges or have an adverse effect on the regulatory exemptions available to Parent due to any of the foregoing or (iii) cause Parent or any of its Subsidiaries (other than Parent Bank, Company Bank and their respective Subsidiaries) to either (x) divest, restrict or be subject to any limit on any lawful business or activity (other than, in the case of this clause (iii), either (A) the closure of offices, or similar requirements, resulting from competition issues or (B) regulatory conditions that would be de minimis) or (y) be subject to any prior notice or approval rights with respect to the ability to engage in any lawful business or activity (each of clauses (i), (ii) and (iii), a “blue sky” permits Materially Burdensome Regulatory Condition”). (d) Each of the Parent Entities and approvals required to carry out the TransactionsCompany shall, if anyupon request, and CCT shall use reasonable best efforts to furnish each other with all information concerning CCT themselves, their Subsidiaries, directors, officers and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any stockholders and such action. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested matters as may be reasonably necessary or advisable in connection with the Registration Proxy Statement or any other filing statement, filing, notice or application made by or on behalf of FSICParent, CCT the Company or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger, the Holdco Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to To the extent permitted by applicable Law, each of FSIC the Parent Entities and CCT the Company shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed delayed. As used in this Agreement, “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or conditionedapprovals from the OCC, the Federal Reserve Board and, if required, the FDIC.

Regulatory Matters. (a) FSIC In connection with the solicitation of approval of the Merger by the stockholders of NCRIC and CCT the registration of the shares of PRA Common Stock to be issued upon consummation of the Merger, the parties will prepare, and PRA will file with the SEC, the S-4 and the Proxy Statement (both of which shall comply as promptly to form, in all material respects, with the provisions of the Securities Act, the Exchange Act and other applicable law). PRA and NCRIC will use all reasonable effects to respond to the comments of the SEC staff with respect to the S-4 and the Proxy Statement and to have the S-4 and the Proxy Statement declared effective by the SEC as soon as practicable, but in no case later than five (5) Business Days . As soon as practicable after the S-4 is declared effective, NCRIC shall mail or deliver the Proxy Statement to its stockholders. The information provided and to be provided by PRA and NCRIC for use in the S-4 and the Proxy Statement will not, in the case of the S-4 on the date it becomes effective, and in the case of Proxy Statement on such date and on the date on which approval of the Merger by the stockholders of NCRIC is obtained, contain any untrue statement of material fact or omit to state any material fact required to be stated in this AgreementAgreement or necessary to make the statements therein, jointly prepare in light of the circumstances in which they were made, not misleading. Each of PRA and NCRIC agree promptly to correct any such information provided by it which shall have become false or misleading in any material respect and to take all steps necessary to file with the SEC and have declared effective or cleared by the Registration SEC any amendment or supplement to the S-4 or the Proxy Statement so as to correct the same and to cause the Proxy Statement so corrected to be distributed to the stockholders of NCRIC to the extent required by applicable law. To the extent that any opinion regarding the tax consequences of the Merger is required with respect to the S-4 or the Proxy Statement, PRA and NCRIC will both cause each of their respective tax counsel to issue substantially similar opinions in the form contemplated herein. Each PRA shall not be required to maintain the effectiveness of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under for the Securities Act purpose of resale by the affiliates of PRA and NCRIC, as promptly as practicable after such filing and to keep term is used in Rule 145 of the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionSEC. (b) The parties shall use all reasonable commercial efforts to cause their respective independent auditors to render any consent required by the SEC to include its report on the NCRIC consolidated financial statements or the PRA consolidated financial statements, as the case may be, in the S-4 and to refer to said accountants as experts in the S-4 with respect to the matters included in said report. (c) To the extent applicable, NCRIC and PRA shall prepare and file with all necessary Governmental Authorities (i) a Notice on Form A and related documents and (ii) the preacquisition notification and report forms and related material on Form E in connection with the Merger. (d) PRA will prepare and file, and NCRIC will cooperate with and assist PRA in preparing and filing, all statements, applications, correspondence or forms required to be filed with appropriate state securities law regulatory authorities to register or qualify the shares of PRA Common Stock to be issued upon consummation of the Merger or to establish an exemption from such registration or qualification (the "BLUE SKY FILINGS"). (e) Pursuant to the HSR Act, PRA and NCRIC will promptly prepare and file, or cause to be filed, the HSR Act Report with the Pre-Merger Notification Agencies in respect of the transactions contemplated by this Agreement, which filing shall comply as to form with all requirements applicable thereto and all of the data and information reported therein shall be accurate and complete in all material respects. Each of FSIC PRA and CCT NCRIC will promptly comply with all requests, if any, of the Pre-Merger Notification Agencies for additional information or documentation in connection with the HSR Act Report forms filed by or on behalf of each of such parties pursuant to the HSR Act, and all such additional information or documentation shall comply as to form with all requirements applicable thereto and shall be accurate and complete in all material respects. (f) Each party shall provide to the other, (i) promptly after filing thereof, copies of all statements, applications, correspondence or forms filed by such party prior to the Closing Date with state securities law regulatory authorities, the SEC, the Pre-Merger Notification Agencies, the Insurance Regulators and any other Governmental Authority in connection with the transactions contemplated by this Agreement and (ii) promptly after delivery to, or receipt from, such regulatory authorities, all written communications, letters, reports or other documents relating to the transactions contemplated by this Agreement. (g) The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities. PRA and NCRIC shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information relating to PRA or NCRIC, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. The cooperation and coordination of each party required under this Section 6.1 shall include giving timely public notice of any public hearings regarding the transactions contemplated by this Agreement, having its representatives attend and testify at such public hearings. In addition, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. (h) PRA and NCRIC shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and stockholders/stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICPRA, CCT NCRIC or any of their respective Consolidated Subsidiaries to any Governmental Entity Authority in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party transactions contemplated by this Agreement. (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus PRA and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT NCRIC shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Authority whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after reasonably practicable following the date of this Agreementhereof, jointly prepare FleetBoston and file Progress (as to information to be included therein pertaining to Progress) shall cause to be prepared and filed with the SEC a registration statement of FleetBoston on Form S-4, including the Proxy Statement/Prospectus (the "Registration Statement") for the purposes of registering the FleetBoston Common Stock to be issued in the Merger, and for soliciting the approval of this Agreement and the Merger by the shareholders of Progress. Each of FSIC FleetBoston and CCT Progress shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as soon as possible after the filing. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC, and prior to the Closing Date, any event relating to Progress is discovered by Progress which should be set forth in an amendment of, or a supplement to, the Registration Statement, including the Prospectus/Proxy Statement, Progress shall promptly inform FleetBoston, and shall furnish FleetBoston with all necessary information relating to such event whereupon FleetBoston shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of FleetBoston and Progress (if prior to the meeting of shareholders to be held pursuant to Section 6.4 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to its shareholders entitled to vote at such meeting. If at any time after such filing and to keep the Registration Statement effective as long as necessary is filed with the SEC, and prior to consummate the Mergers. CCT and FSIC shall use reasonable best efforts Closing Date, any event relating to cause FleetBoston is discovered by FleetBoston which should be set forth in an amendment of, or a supplement to, the Joint Registration Statement, including the Prospectus/Proxy Statement/Prospectus , FleetBoston shall promptly inform Progress, and FleetBoston shall promptly cause an appropriate amendment to the Registration Statement to be promptly mailed or delivered filed with the SEC. Upon the effectiveness of such amendment, each of FleetBoston and Progress (if prior to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts -38- the meeting of shareholders pursuant to obtain Section 6.4 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to its shareholders entitled to vote at such meeting. (b) Within 25 days after the date of this Agreement, Progress shall furnish FleetBoston with all information about or pertaining to Progress and the Progress Subsidiaries as is reasonably deemed by FleetBoston to be necessary or appropriate for the preparation of the Registration Statement. The information regarding Progress and the Progress Subsidiaries to be supplied by Progress for inclusion in the Registration Statement will not, at the time the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The information regarding FleetBoston and the FleetBoston Subsidiaries to be supplied by FleetBoston for inclusion in the Registration Statement will not, at the time the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (d) FleetBoston also shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities Law or “blue sky” permits laws in connection with the Merger and approvals required to carry out the Transactions, if any, each of Progress and CCT FleetBoston shall use reasonable best efforts to furnish all information concerning CCT it and the holders of CCT its Common Stock as may be reasonably requested by FSIC in connection with any such action. (be) Each Prior to the Effective Time, FleetBoston shall take such actions as may be necessary and appropriate to effect the listing on the NYSE of FSIC the additional shares of FleetBoston Common Stock to be issued by FleetBoston in exchange for the shares of Progress Common Stock. (f) FleetBoston will prepare and CCT file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Bank Merger). Progress shall cooperate with FleetBoston to effect the foregoing, and will promptly furnish FleetBoston with all information about or pertaining to Progress and the Progress Subsidiaries as is reasonably deemed by FleetBoston to be necessary or appropriate for such filings. Progress and FleetBoston shall have the right to review in advance, and will consult the other on, in the preparation of the Registration Statement and shall furnish each case subject to applicable laws relating to the other exchange of information, all the information reasonably requested relating to Progress or FleetBoston, as the case may be reasonably necessary be, which appears in any filing made with, or advisable in connection with the Registration Statement written materials submitted to, any third party or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior transactions contemplated by this Agreement; PROVIDED, HOWEVER, that nothing contained herein shall be deemed to the Effective Time, each provide either party hereto shall promptly notify the other party (i) upon becoming aware of with a right to review any event or circumstance that is required information provided to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, Entity on a confidential basis in connection with the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.transactions contemplated -39-

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT file, as soon as practicable, the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of OBA constituting a part thereof and all related documents. OBA shall prepare and furnish to FNB such information relating to it and its Subsidiaries, directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents. OBA and its legal, financial and accounting advisors shall have the right to review in advance and approve, which approval shall not be unreasonably withheld, such Registration Statement prior to its filing. OBA agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. As long as OBA has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC OBA and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if any, and CCT OBA shall use reasonable best efforts promptly mail at its expense the Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits shareholders. (b) Each of FSIC OBA and CCT FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration 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. Each of OBA and FNB agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate 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. Each of OBA and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the 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 party thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of OBA. (c) FNB agrees to advise OBA, promptly after FNB 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 FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB 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 Registration Statement or for additional information. (d) 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, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. OBA and FNB shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to OBA or FNB, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on FNB, including the Surviving Company, after giving effect to the Merger, after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, OBA agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of OBA and FNB following consummation of the Merger. (e) Each of FNB and OBA shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT OBA or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto transactions contemplated by this Agreement. (f) Each of FNB and OBA shall promptly notify the provide each other party (i) upon becoming aware of with any event written communications received from any Regulatory Agency or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC Governmental Entity with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC transactions contemplated by this Agreement and CCT shall will promptly advise the other upon receiving any oral communication with respect to the transactions contemplated by this Agreement from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions this Agreement contemplates that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such approval may be materially delayed delayed. (g) OBA and FNB shall consult with each other before issuing any press release with respect to the Merger or conditionedthis Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, but after such consultation, to the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be required by Law or the rules or regulations of the SEC, the Federal Reserve Board, the FDIC, the OCC, the NYSE or NASDAQ. In addition, the Chief Executive Officers of OBA and FNB shall be permitted to respond to appropriate questions about the Merger from the press. OBA and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC The Stockholders and CCT Harbinger shall as promptly as practicableuse their reasonable commercial efforts to cause the Company and MSV LLC to file the FCC applications seeking the FCC Approval with the FCC on or before December 31, but 2008. The Stockholders and Harbinger shall, and the Stockholders and Harbinger shall use their reasonable commercial efforts to cause the Company and MSV LLC to, each at its own expense, use their reasonable commercial efforts to prosecute the FCC applications and obtain the FCC Approvals, cooperate in no case later than five (5) Business Days after providing all information requested by the date FCC and take all steps reasonably necessary or appropriate to prepare, file and prosecute such applications and obtain the FCC Approvals. In the event any Person petitions the FCC to deny or otherwise challenges the applications for the FCC Approvals or any other application filed or amended to effectuate the purposes of this Agreement, jointly prepare or in the event the FCC grants the applications for the FCC Approvals or any other application filed or amended to effectuate the purposes of this Agreement and file with any Person petitions for review or reconsideration of such grant before the SEC FCC, or seeks judicial review of such grant, then the Registration Statement. Each of FSIC Stockholders and CCT Harbinger shall, and the Stockholders and Harbinger shall use its their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best commercial efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to Company and MSV LLC to, use their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best commercial efforts to obtain all necessary state securities Law oppose such petition or “blue sky” permits challenge before the FCC and approvals required vigorously defend the grant of such applications by the FCC diligently and in good faith, provided that the Stockholders, Harbinger, the Company or MSV LLC shall not have any obligation to carry out participate in any evidentiary hearing on any such application. Should the TransactionsFCC deny any such application or grant any such application subject to material adverse conditions, if anythe Stockholders and Harbinger shall, and CCT the Stockholders and Harbinger shall use their reasonable best commercial efforts to furnish all information concerning CCT cause the Company and MSV LLC to, utilize their reasonable commercial efforts to secure timely reconsideration or review of such denial or conditions, provided that the holders of CCT Common Stock as may be reasonably requested by FSIC Stockholders, Harbinger, the Company or MSV LLC shall not have any obligation to participate in connection with any evidentiary hearing on any such action. (b) Each denial or imposition of FSIC conditions. The Parties shall give each other a reasonable opportunity to review any and CCT all pleadings, documents, applications and other materials filed by any Stockholder or Harbinger with respect to any of the foregoing prior to its filing. The Parties shall cooperate provide to each other copies of all material communications with the FCC related to the applications for the FCC Approval and provide to each other in a reasonable opportunity to contribute to and review any and all pleadings, documents, applications and other materials filed with the preparation FCC by each other from the date hereof through the Escrow Break Date. If consummation of the Registration Statement transactions contemplated by this Agreement require the approval of Industry Canada, the obligations of the Stockholders and Harbinger under this Section 5.3 shall furnish apply to the applications, pleadings, documents and other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers materials and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is communications required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC filed with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.Industry Canada

Regulatory Matters. (a) FSIC and CCT NCC shall prepare the Registration Statement as promptly as practicable, but in no case later than five (5) Business Days reasonably practicable after the date hereof. Assuming that FFHI promptly furnishes all information concerning the FFHI Companies needed for preparation of this Agreementthe Registration Statement, jointly prepare and NCC shall use commercially reasonable efforts to file the Registration Statement with the SEC within 90 days following the Registration Statementdate hereof. Each of FSIC and CCT NCC shall use its commercially reasonable best efforts to have the Registration Statement declared effective under the Securities 1933 Act as promptly as reasonably practicable after such filing and to keep filing. As promptly as reasonably practicable after the Registration Statement has been declared effective as long as necessary to consummate by the Mergers. CCT and FSIC SEC, FFHI shall use reasonable best efforts to cause mail the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessholders of FFHI Common Stock simultaneously with delivery of notice of the FFHI Stockholders’ Meeting. FSIC NCC shall also use its commercially reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits Permits and approvals required to carry out the Transactions, if anytransaction provided for in this Agreement, and CCT FFHI shall use reasonable best efforts to furnish all information concerning CCT FFHI and the holders of CCT FFHI Common Stock as may be reasonably requested by FSIC in connection with any such action. If, at any time prior to the Effective Time, any event shall occur that should be set forth in an amendment of, or a supplement to, the Proxy Statement/Prospectus, the Party being aware of the event will promptly inform the other Party and the Parties will cooperate and assist each other in preparing such amendment or supplement and mailing the same to the holders of FFHI Common Stock. Subject to Section 10.1(k) of this Agreement, the FFHI Board shall unanimously recommend that the holders of FFHI Common Stock vote for and adopt the Merger provided for in the Proxy Statement/Prospectus and this Agreement. In accordance with the listing rules of the Nasdaq Stock Market, NCC shall cause the shares of NCC Common Stock issuable to the holders of FFHI Common Stock upon consummation of the Merger to be approved for listing on Nasdaq on or prior to the Closing Date. (b) Each of FSIC and CCT The Parties shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings and to obtain as promptly as practicable all Consents of all third parties and Regulatory Authorities that are necessary or advisable to consummate the transactions provided for in this Agreement and the Bank Merger Agreement. NCC and FFHI shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable Laws relating to the preparation exchange of information, all the information relating to NCC or FFHI, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Regulatory Authority in connection with the transactions provided for in this Agreement. In exercising the foregoing right, each of the Registration Statement Parties shall act reasonably and shall as promptly as practicable. The Parties agree that they will consult with each other with respect to the obtaining of all Permits and Consents, approvals and authorizations of all third parties and Regulatory Authorities necessary or advisable to consummate the transactions provided for in this Agreement, and each Party will keep the other apprised of the status of matters relating to completion of the transactions provided for in this Agreement. (c) NCC and FFHI shall, upon request, furnish to the each other all information reasonably requested as concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters that may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICNCC, CCT FFHI or any of their Subsidiaries to any Regulatory Authority in connection with the Merger, the Bank Merger and any other transactions provided for in this Agreement. (d) NCC and FFHI shall promptly furnish to each other copies of all applications, notices, petitions and filings with all Regulatory Authorities, and all written communications received by NCC or FFHI, as the case may be, or any of their respective Consolidated Subsidiaries Subsidiaries, Affiliates or associates from, or delivered by any of the foregoing to, any Regulatory Authority, in respect of the transactions provided for herein. (e) NCC will indemnify and hold harmless FFHI and its officers, directors and employees from and against any and all actions, causes of action, losses, damages, expenses or Liabilities to which FFHI or any Governmental Entity director, officer, employee or controlling person thereof may become subject under applicable Laws (including the 1933 Act and the 0000 Xxx) and rules and regulations thereunder and will reimburse FFHI and any such director, officer, employee or controlling person for any legal or other expenses reasonably incurred in connection with investigating or defending any actions, whether or not resulting in Liability, insofar as such losses, damages, expenses, Liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Mergers and Registration Statement, Proxy Statement/Prospectus, or any application, notice, petition, or filing with any Regulatory Authority or arise out of or are based upon the other Transactions. Prior omission or alleged omission to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is state a material fact required to be described stated therein, or necessary in an amendment order to make the statement therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing in connection therewith by any NCC Company. (f) FFHI will indemnify and hold harmless NCC and its officers, directors and employees from and against any and all actions, causes of action, losses, damages, expenses or Liabilities to which NCC or any director, officer, employee or controlling person thereof may become subject under applicable Laws (including the 1933 Act and the 0000 Xxx) and rules and regulations thereunder and will reimburse NCC and any such director, officer, employee or controlling person for any legal or other expenses reasonably incurred in connection with investigating or defending any actions, whether or not resulting in Liability, insofar as such losses, damages, expenses, Liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in a supplement to the Joint Statement, Proxy Statement/Prospectus and (ii) after the receipt by it of Prospectus, or any comments of the SEC application, notice, petition, or filing with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will Authority or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein, or necessary in order to make the statement therein not be obtained or that the receipt of misleading, but only insofar as any such approval may be materially delayed statement or conditionedomission was made in reliance upon and in conformity with information furnished in writing in connection therewith by any FFHI Company.

Regulatory Matters. (a) FSIC and CCT shall In connection with the Company Stockholders’ Meeting, the Company shall, as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC a preliminary proxy statement and CCT shall use its reasonable best efforts to have respond to any comments of the Registration Statement declared effective under SEC or its staff and to cause a definitive proxy statement relating to the Securities Act Company Stockholders’ Meeting (the “Proxy Statement”) to be mailed to the Company’s stockholders as promptly as practicable after responding to all such filing comments to the satisfaction of the SEC and its staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Company Stockholders’ Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it or on its behalf for use in the Proxy Statement if and to keep the Registration Statement effective extent that such information shall have become false or misleading in any material respect, and the Company shall as long promptly as necessary practicable prepare and mail to consummate its stockholders an amendment or supplement to correct such information to the Mergersextent required by applicable Laws. CCT and FSIC The Company shall use reasonable best efforts consult with Parent prior to cause the Joint mailing any Proxy Statement/Prospectus , or any amendment or supplement thereto, to be promptly mailed which Parent reasonably objects. Parent shall cooperate with the Company in the preparation of the Proxy Statement or delivered any amendment or supplement thereto. Subject to their respective Section 4.3, the Proxy Statement shall include the recommendation of the Company Board that the stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or of the Company approve this Agreement (the “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionCompany Board Recommendation”). (b) Each of FSIC Parent and CCT the Company shall, and shall cause its Subsidiaries to, use its best efforts to, (i) take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and the other transactions contemplated by this Agreement, including obtaining any Third Party consent which may be required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement, to take all necessary or appropriate action to remove any restraint or prohibition preventing the consummation of the Merger and the other transactions contemplated by this Agreement, and, subject to the conditions set forth in Article VI, to consummate the Merger and the other transactions contemplated by this Agreement and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval (including as required under the Exon-Fxxxxx Amendment, as applicable) of, or any exemption by, any Governmental Entity that is required to be obtained by Parent or the Company, respectively, or any of their respective Subsidiaries in connection with the preparation Merger and the other transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including any notification required by the HSR Act), to obtain as promptly as practicable all permits, consents, approvals, authorizations of all Third Parties and Governmental Entities, and the expiry or termination of all applicable waiting periods, which are required to consummate the Merger and the other transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations (including as required under the Exon-Fxxxxx Amendment, as applicable) of all Third Parties and Governmental Entities, and the expiration or termination of the Registration Statement applicable waiting period under the HSR Act or under any other Antitrust Law, necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and the Company shall, and each shall furnish cause its respective Subsidiaries to, use its best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement. Subject to Section 4.3, each of Parent and the Company shall not, and each of Parent and Company shall cause its respective Subsidiaries not to, engage in any action or transaction that would materially delay or materially impair the ability of the Company, Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Parent and the Company further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would materially adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their respective best efforts to prevent the entry, enactment or promulgation thereof, as the case may be, including by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement. (c) Each of Parent, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 5.1(b) to obtain all requisite permits, consents, approvals, authorizations (including as required under the Exon-Fxxxxx Amendment, as applicable) of all Third Parties and Governmental Entities, and expirations or terminations of applicable waiting periods for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication received by such party from, or made by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement; and (iii) permit the other party and/or its counsel to review in advance any submission or communication intended to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent not prohibited by the FTC, the DOJ or such other Governmental Entity or other Person, take all reasonable steps necessary to provide the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Without limitation of the foregoing, Parent and the Company shall not extend any waiting period under the HSR Act or any other antitrust or merger control Laws nor enter into any agreement with the Federal Trade Commission or the Antitrust Division of the United States not to consummate the transactions contemplated by this Agreement except with the prior written consent of the other party hereto. In exercising the foregoing rights, each of the parties hereto shall act reasonably and as promptly as practicable. Parent and the Company may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1(c) as “Antitrust Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside antitrust counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express written permission is obtained in advance from the source of the materials (Parent or the Company as the case may be) or its legal counsel. Notwithstanding anything to the contrary in this Section 5.1(c), materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation of the Company Common Stock or the business of the Company and its Subsidiaries. For purposes of this Agreement, “Antitrust Law” means the Sxxxxxx Act, the Cxxxxxx Act, the HSR Act, the Federal Trade Commission Act, and all Laws, Governmental Orders and judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. (d) Parent further agrees to use its best efforts to take or cause to be taken, all actions and use its best efforts to do, or cause to be done, all things necessary or advisable to promptly cause expiration or termination of all applicable waiting periods or to obtain requisite consents, permits, approvals and authorizations for consummation of the transactions contemplated by this Agreement (and resolve any objections or suits) by any Governmental Entity under any Antitrust Law, which actions and things shall include to the extent necessary, Parent’s agreement to (i) sell, hold separate or otherwise dispose of, agree to sell, hold separate or otherwise dispose of, or permit the sale, holding separate or other disposition of, the Assets or business to be acquired in this transaction or any of Parent’s or its Affiliate’s other assets or businesses now owned or hereafter acquired by Parent in a manner which would resolve such objections or suits; (ii) terminate any existing relationships and contractual rights and obligations; and (iii) amend or terminate such existing licenses or other Intellectual Property agreements and/or enter into such new licenses or other Intellectual Property agreements (and in each case, enter into agreements with the relevant Governmental Entity giving effect thereto); provided, however, that the Parent may expressly condition any such sale, holding separate or other disposal, and any agreement to take any such action or to conduct its business in any manner, upon consummation of the Merger and the other transactions contemplated hereby, and nothing in this Agreement shall require the Company to agree to any such sale, holding separate or other disposal, and any agreement to take any action or conduct its business in any manner, prior to consummation of the Merger and the other transactions contemplated hereby. Subject to the obligations set forth under this Section 5.1(d), in the event that any administrative or judicial action or proceeding is instituted by a Governmental Entity or private party challenging any transaction or agreement contemplated by this Agreement, under any Antitrust Law (A) each of Parent and the Company shall cooperate in all respects with each other and use its respective best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Governmental Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement so as to permit such consummation by the second (2nd) Business Day before the Outside Date and (B) each of Parent and the Company shall defend, at its own cost and expense, any action or actions, whether judicial or administrative, against it or its Affiliates in connection with the transactions contemplated by this Agreement. (e) Except as otherwise provided in Section 5.1(c) with respect to Antitrust Counsel Only Material, Parent and the Company shall, upon request, furnish each other with all information reasonably requested concerning themselves, their respective Subsidiaries, directors, officers, employees and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Proxy Statement or any other filing statement, filing, notice, application or application other document made by or on behalf of FSICParent, CCT the Company or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cf) Subject to applicable Law, each of FSIC Parent and CCT the Company shall promptly advise the each other upon receiving any communication from any Governmental EntityEntity in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated by this Agreement. (g) From the date of this Agreement until the Effective Date neither Parent nor the Company will enter into or consummate any acquisition or license agreement which would present a material risk of making it materially more difficult to obtain any approval or authorization required in connection with the transactions contemplated herein with respect to the HSR Act or any other applicable Antitrust Law. (h) Notwithstanding anything to the contrary in this Agreement (other than the foregoing provisions of this Section 5.1 and of Section 7.3(f)), in connection with obtaining any approval or consent from any Person with respect to the Merger and the other transactions contemplated by this Agreement, no party or approval of which is its Affiliates shall be required for consummation of the Transactionsto pay or commit to pay to such Person any cash or other consideration, make any commitment or to incur any liability or other obligation (provided, however, that causes such party shall give the other party hereto the opportunity to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any make such approval may be materially delayed or conditionedpayments).

Regulatory Matters. (a) FSIC and CCT shall as promptly as practicable, but in no case later than five (5) Business Days Promptly after the date of this Agreement, jointly SouthState and IBTX shall prepare and file with the SEC the Registration Joint Proxy Statement, and SouthState shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus, and the parties shall use reasonable best efforts to make such filings no later than 45 days after the date of this Agreement. Each of FSIC SouthState and CCT IBTX shall use its reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing filings, and SouthState and IBTX shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. SouthState and IBTX shall use their reasonable best efforts to keep the Registration Statement S-4 effective as for so long as necessary to consummate the Mergerstransactions contemplated by this Agreement. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC SouthState shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT IBTX shall use reasonable best efforts to furnish all information concerning CCT IBTX and the holders of CCT IBTX Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with the each other and use their reasonable best efforts to (i) promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the preparation case of the Registration Statement applications, notices, petitions and shall furnish filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within 45 days of the other date of this Agreement) and (ii) obtain as promptly as practicable all information reasonably requested as may be reasonably permits, consents, waivers, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable in connection to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the Registration Statement terms and conditions of all such permits, consents, waivers, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. IBTX and SouthState shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. SouthState and IBTX shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case, subject to applicable laws relating to the exchange of information, all the information relating to IBTX or any other filing or application made by or on behalf of FSICSouthState, CCT or as the case may be, and any of their respective Consolidated Subsidiaries to Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Mergers transactions contemplated by this Agreement. 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 obtaining all permits, consents, waivers, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other Transactions. Prior apprised of the status of matters relating to completion of the transactions contemplated in this Agreement, and each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the Effective Timeextent permitted by such Governmental Entity, each party hereto shall promptly notify give the other party (i) upon becoming aware of any event or circumstance that is required and/or its counsel the opportunity to be described attend and participate in an amendment to the Registration Statement or such meetings and conferences, in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject each case subject to applicable Lawlaw; and provided, that each of FSIC and CCT party shall promptly advise the other upon receiving party with respect to substantive matters that are addressed in any communication from meeting or conference with any Governmental EntityEntity which the other party does not attend or participate in connection with or affecting the transactions contemplated by this Agreement, to the extent permitted by such Governmental Entity and subject to applicable law and Section 9.14. As used in this Agreement, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.term “

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare BSB Bancorp and file SKAN (as to information to be included therein pertaining to SKAN) shall promptly cause to be prepared and filed with the SEC a registration statement of BSB Bancorp on Form S-4, including the Proxy Statement/Prospectus (the "Registration Statement") for the purpose of registering the BSB Bancorp Common Stock to be issued in the Merger, and for soliciting the approval of this Agreement and the Merger by the shareholders of SKAN. Each of FSIC BSB Bancorp and CCT SKAN shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as soon as possible after the filing. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the SEC, and prior to the Closing Date, any event relating to SKAN is discovered by SKAN which should be set forth in an amendment of, or a supplement to, the Registration Statement, including the Prospectus/Proxy Statement, SKAN shall promptly inform BSB Bancorp, and shall furnish BSB Bancorp with all necessary information relating to such event whereupon BSB Bancorp shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of BSB Bancorp and SKAN (if prior to the meeting of shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to its shareholders entitled to vote at such meeting. If at any time after such filing and to keep the Registration Statement effective as long as necessary is filed with the SEC, and prior to consummate the Mergers. CCT and FSIC shall use reasonable best efforts Closing Date, any event relating to cause BSB Bancorp is discovered by BSB Bancorp which should be set forth in an amendment of, or a supplement to, the Joint Registration Statement, including the Prospectus/Proxy Statement/Prospectus , BSB Bancorp shall promptly inform SKAN, and BSB Bancorp shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of BSB Bancorp and SKAN (if prior to the meeting of shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly mailed as practicable to permit an appropriate amendment or delivered supplement to their respective stockholders upon be transmitted to its shareholders entitled to vote at such effectivenessmeeting. FSIC BSB Bancorp shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Bank Merger Agreement and SKAN shall use reasonable best efforts to furnish all information concerning CCT SKAN and the holders of CCT SKAN Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Bank Merger). SKAN and BSB Bancorp shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information relating to SKAN or BSB Bancorp, as the case may be, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (c) SKAN shall, upon request, furnish BSB Bancorp with all information reasonably requested concerning SKAN and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries BSB Bancorp to any Governmental Entity in connection with the Mergers and Merger or the other Transactionstransactions contemplated by this Agreement. (d) SKAN shall provide all information relating to SKAN and its Subsidiaries necessary for inclusion in the Registration Statement, and such information shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. Prior to Each of SKAN and BSB Bancorp shall cause the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware portions of any event or circumstance that is required to be described in an amendment to the Registration Statement relating to it or any of its Subsidiaries to comply in a supplement to all material respects with the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments provisions of the SEC with respect to Securities Act, Exchange Act and the Joint Proxy Statement/Prospectus or the Registration Statementrules and regulations thereunder. (ce) Subject to applicable Law, each of FSIC BSB Bancorp and CCT SKAN shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC and CCT Company shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Proxy Statement. Each Company shall use reasonable best efforts to make such filings within thirty (30) days of FSIC the date of this Agreement. Buyer shall cooperate, and CCT shall cause its affiliates to cooperate, with the Company in connection with the preparation and filing of the Proxy Statement, including using reasonable best efforts to promptly furnish to Company in writing upon request any and all information relating to Buyer and its affiliates as may be required to be set forth in the Proxy Statement under applicable law. Company will use its reasonable best efforts to resolve all SEC comments, if any, with respect to the Proxy Statement as promptly as practicable after receipt thereof. As promptly practicable after Company’s receipt of confirmation by the SEC that the SEC does not intend to review the preliminary Proxy Statement or that the SEC has no further comments, Company shall use its reasonable best efforts to have file with the Registration SEC and mail or deliver the definitive Proxy Statement declared effective under to its shareholders. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the Securities Act case of the applications, notices, petitions and filings required to obtain the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) days of the date of this Agreement), to obtain as promptly as practicable after such filing all permits, consents, approvals and to keep the Registration Statement effective as long as authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the Mergerstransactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. CCT Buyer and FSIC Company shall use each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to cause obtain each such Requisite Regulatory Approval and any approvals required for the Joint Proxy Statement/Prospectus Bank Merger as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to be obtain the Requisite Regulatory Approvals) and shall respond as promptly mailed as practicable to the requests of Governmental Entities for documents and information. Buyer and Company shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or delivered to Buyer, as the case may be, and any of their respective stockholders upon Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing and with sufficient opportunity to comment, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information or confidential supervisory information filed under a claim of confidentiality. 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 Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such effectiveness. FSIC Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; provided, that each party shall also promptly advise the other party with respect to substantive matters that are addressed in any meeting or conference with any Governmental Entity which the other party does not attend or participate in, to the extent permitted by such Governmental Entity and applicable law. (c) In furtherance and not in limitation of the foregoing, each of Buyer, Merger Sub and Company shall use its reasonable best efforts to obtain all necessary state securities Law (i) avoid the entry of, or “blue sky” permits to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and approvals (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible. Notwithstanding the foregoing, in no event shall Buyer, Merger Sub or Buyer Bank be required to carry out (x) agree to any prohibition, limitation, condition or other requirement which would (A) prohibit or materially limit the Transactionsownership or operation by Buyer or any of its Subsidiaries of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, (B) compel Company or any of its Subsidiaries or Buyer or any of its Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries, or (C) compel Buyer or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or request, if anythe prohibition, limitation, condition or other requirement described in clauses (A)-(C) of this sentence could reasonably be expected to have a material adverse effect on the future operation by Buyer and CCT shall use reasonable best efforts to its Subsidiaries of the combined businesses and operations of Buyer Bank and Company Bank, taken as a whole (together, the “Materially Burdensome Regulatory Condition”). (d) Buyer and Company shall, upon request, furnish each other with all information concerning CCT themselves, their Subsidiaries, directors, officers and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any shareholders and such action. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested matters as may be reasonably necessary or advisable in connection with the Registration Proxy Statement or any other filing statement, filing, notice or application made by or on behalf of FSICBuyer, CCT Company or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactionstransactions contemplated by this Agreement. Prior Each of Buyer and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it specifically for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the time of filing and the date of mailing to the Effective Timerespective shareholders of Company and at the time of the Company Meeting, 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, in the light of the circumstances under which such statement was made, not misleading, and (iii) any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals will, at the time each party hereto shall is filed, 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. Each of Buyer and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the 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 notify inform the other party (i) upon becoming aware of any event or circumstance that is required thereof and to be described in an amendment take appropriate steps to correct the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (ce) Subject to applicable Law, each of FSIC Buyer and CCT Company shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare EFC and file MidConn Bank (as to information to be included therein pertaining to MidConn Bank) shall promptly cause to be prepared and filed with the SEC a registration statement of EFC on Form S-4, including the Joint Proxy Statement/Prospectus (the "Registration Statement") for the purpose of registering the EFC Common Stock to be issued in the Merger (including the EFC Common Stock that may be issued upon exercise of the options referred to in Section 1.6 hereof), and for soliciting the approval of this Agreement and the Merger by the shareholders of MidConn Bank and for soliciting the approval by the shareholders of EFC of the issuance of the EFC Common Stock to MidConn Bank's shareholders as part of the Merger. Each of FSIC The Joint Proxy Statement/Prospectus also shall be filed by MidConn Bank with the FDIC on Form F-5 (the "Form F-5"). EFC and CCT MidConn Bank shall use its their reasonable best efforts to have the Registration Statement and the Form F-5 declared effective under by the Securities Act SEC and approved by the FDIC, respectively, as soon as possible after the filing. The parties shall cooperate in responding to and considering any questions or comments from the SEC and FDIC staff regarding the information contained in the Registration Statement concerning MidConn Bank. If at any time after the Registration Statement and the Form F-5 are filed with the SEC and FDIC, and prior to the Closing Date, any event relating to any party hereto is discovered by such party, which should be set forth in an amendment of, or a supplement to, the Registration Statement and the Form F-5, including the Joint Prospectus/Proxy Statement (including, without limitation, any change in the O & Co. Fairness Opinion), such party shall promptly so inform EFC and MidConn Bank (as applicable), and shall furnish EFC and MidConn Bank (as applicable) with all necessary information relating to such event whereupon EFC and MidConn Bank shall promptly cause an appropriate amendment to the Registration Statement and the Form F-5 to be filed with the SEC and the FDIC. Upon the effectiveness of such amendment, EFC and MidConn Bank (if prior to the meetings of shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus permit an appropriate amendment or supplement to be promptly mailed or delivered transmitted to their respective stockholders upon shareholders entitled to vote at such effectivenessmeetings. FSIC EFC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Articles of Combination and MidConn Bank shall use reasonable best efforts to furnish all information concerning CCT MidConn Bank and the holders of CCT MidConn Bank Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). MidConn Bank and EFC shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information relating to MidConn Bank or EFC and Eagle Bank, as the case may be, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (c) MidConn Bank shall, upon request, furnish EFC with all information reasonably requested concerning MidConn Bank and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Statement, the Form F-5 or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT EFC or any of their respective Consolidated Subsidiaries Eagle Bank to any Governmental Entity in connection with the Mergers and Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC EFC and CCT MidConn Bank shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.