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 Subject to the terms and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date conditions of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT shall each party will use its reasonable best efforts to have take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Registration Statement declared effective under the Securities Act transactions contemplated by this Agreement, including preparing and filing as promptly as practicable after such filing all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, permits or orders from all third parties and Governmental Entities, including all amendments to keep the Registration Statement effective as long as materials previously filed that are necessary to consummate reflect changes in this Agreement from 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 actionInitial Agreement. (b) Each of FSIC Buyers and CCT shall cooperate with the other in the preparation of the Registration Statement and shall Seller shall, upon request, furnish to the other all information reasonably requested concerning itself (or in the case of Seller, the Companies), 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 FSICBuyers, CCT Seller, the Companies, 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 transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (c) Subject In furtherance and not in limitation of the foregoing, each party hereto agrees to make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable after the date hereof (and in any event within 5 business days) and to make, or cause to be made, the filings and authorizations, if any, required under any other Regulatory Laws as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.7 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act or any other Regulatory Laws as soon as practicable. In furtherance and not in limitation of the foregoing, the parties shall request and shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act. (d) Each of Buyers, on the one hand, and Seller and the Companies, on the other hand, shall, in connection with the efforts referenced in Section 5.7(c) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement, use its reasonable best efforts to (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) subject to applicable Lawlegal limitations and the instructions of any Governmental Entity, keep the other party reasonably informed of any communication received by such party from, or given 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 hereby; and (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, permit the other party to review in advance any communication (provided that the parties may redact references to the value of this transaction or alternatives to this transaction) 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 other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (e) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.7(c) and 5.7(d), if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of FSIC Buyers, on the one hand, and CCT Seller and the Companies, on the other hand, shall use their reasonable best efforts to (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as the FTC, the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under any Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the End Date), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date; provided that neither the Companies nor any of their Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Companies or any of their Affiliates, unless such requirement, condition, understanding, agreement or order is binding on the Companies only in the event that the Closing occurs. Notwithstanding anything to the contrary in this Section 5.7 or elsewhere in this Agreement, Buyers shall not be required to agree to or accept (but in their discretion may agree to or accept), and Seller shall not, and shall not permit the Companies, without the prior written consent of Buyers, to, agree to or accept, unless requested to do so by Buyers (subject to the proviso to the immediately preceding sentence) any condition sought by any Governmental Entity or other person in connection with any consent or approval required to complete or otherwise in connection with the transactions contemplated by this Agreement that (A) seeks to prohibit or limit in any material respect the ownership or operation by the Companies, their Subsidiaries, either Buyer or any of their Affiliates of the business or assets of any of them, or to compel the Companies or either Buyer or any of their Affiliates to dispose of or hold separate any significant portion of their business or assets as a result of the transactions contemplated hereby, (B) seeks to impose limitations on the ability of either Buyer to acquire, hold, or exercise full rights of direct or indirect ownership of the Companies or any of their Subsidiaries, including the right to vote the capital stock of the Companies on all matters properly presented to the shareholders of the Companies and the rights to declare or pay dividends on any capital stock of the Companies or any of their Subsidiaries, (C) seeks to prohibit either Buyer or any of its Subsidiaries from effectively controlling in any material respect the business or operations of such Buyer, the Companies or any of their respective Subsidiaries and their Affiliates, (D) would individually or in the aggregate reasonably be expected to significantly and adversely affect the benefits, taken as a whole, that either Buyer reasonably expects to derive from the consummation of the transactions contemplated by this Agreement or (E) would individually or in the aggregate reasonably be expected to significantly and adversely affect the business, financial condition or results of operations of the Companies and their Subsidiaries, taken as a whole. (f) Subject to Section 5.7(e), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transactions contemplated by this Agreement, or any other agreement contemplated hereby, Seller and Buyers each shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (g) Each of Buyers and Seller and the Companies 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 will not be obtained or that the receipt of any such approval may be materially delayed delayed. (h) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.7(a), (d), (e) or conditioned(f), with respect to the consents, waivers, approvals, authorizations and permits sought to be obtained from third parties (other than from Governmental Entities) (“Third Party Consents”), the costs paid to any third party with respect to Third Party Consents shall be borne 50% by Seller and 50% by Buyers. To the extent that a party seeking a Third Party Consent is unable to obtain such Third Party Consent for anything necessary, proper or advisable to consummate the transactions contemplated by this Agreement, such party shall obtain acceptable alternative arrangements, with the other party’s participation, cooperation and approval; provided, that the costs paid to any third party with respect to obtaining any acceptable alternative arrangement shall be borne 50% by Seller and 50% by Buyers; provided further, that this obligation shall survive Closing. (i) As used in this Agreement, the term “Regulatory Laws” means any Law enacted by any Governmental Entity relating to antitrust matters, insurance, or regulating competition.

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 Cascade shall promptly prepare and file with the SEC the Registration StatementS-4, in which the Joint Proxy Statement will be included. Each of FSIC Cascade and CCT Home 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 Home and Cascade shall use its commercially 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 effective maintain such effectiveness for as long as necessary to consummate the MergersMerger and the other transactions contemplated by this Agreement. CCT Upon the S-4 being declared effective, Home and FSIC Cascade 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 Cascade 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 Home shall use reasonable best efforts to furnish all information concerning CCT Home and the holders of CCT Home 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 Home or Cascade, or any of their respective affiliates, directors or officers, should be discovered by Home or Cascade that should be set forth in an amendment or supplement to either the S-4 or the Joint 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 Home’s shareholders. (b) Each In addition to their obligations pursuant to Section 6.1(a), Cascade 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 Home with copies of FSIC any such filings. Cascade shall advise Home, promptly after receipt of notice thereof, of (and CCT provide copies of any notices or communications with respect to) the time of the effectiveness of the S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of Cascade 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 Joint Proxy Statement or the 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 Joint Proxy Statement or the S-4 shall be filed without the approval of each of Home and Cascade, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, Cascade and Home 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 Home (in the case of Cascade) or Cascade (in the case of Home) 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 Regulatory Agencies or other 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 Regulatory Agency or other 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 or Governmental Entities. In furtherance (but not in limitation) of the foregoing, Cascade shall, and shall cause Cascade Bank to, use commercially reasonable efforts to file any required applications, notices or other filings with the Federal Reserve Board, the Idaho Department, the Oregon Division and the FDIC within forty-five (45) days after the date hereof. Home and Cascade 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 Home or Cascade, 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 Cascade and Home 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 S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICCascade, CCT Home 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 Cascade and CCT Home 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 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(e)).

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 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 HRZN and CCT MRCC 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 HRZN 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 MRCC and FSIC HRZN 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 HRZN 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 MRCC shall use reasonable best efforts to furnish all information concerning CCT MRCC and the holders of CCT MRCC Common Stock as may be reasonably requested by FSIC HRZN in connection with any such action. (b) Each of FSIC HRZN and CCT MRCC 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 FSICHRZN, CCT MRCC 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 HRZN and CCT MRCC 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 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 H▇▇▇▇▇ United and TD Banknorth constituting a part thereof (as may be amended, the “Proxy Statement/Prospectus”) and all related documents). Provided that H▇▇▇▇▇ 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 H▇▇▇▇▇ 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 anyH▇▇▇▇▇ 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 H▇▇▇▇▇ United, TD Banknorth or their respective affiliates, officers or directors, should be discovered by H▇▇▇▇▇ 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 H▇▇▇▇▇ 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 H▇▇▇▇▇ 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) H▇▇▇▇▇ 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 H▇▇▇▇▇ 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 H▇▇▇▇▇ 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. 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, ▇▇▇▇ 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 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 ▇▇▇▇▇▇ 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 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 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 W▇▇▇▇▇▇ 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 W▇▇▇▇▇▇ shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of W▇▇▇▇▇▇ 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 W▇▇▇▇▇▇’▇ prospectus. Each of FSIC W▇▇▇▇▇▇ 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 W▇▇▇▇▇▇ 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. W▇▇▇▇▇▇ 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 W▇▇▇▇▇▇ 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 W▇▇▇▇▇▇ or NewMil, or any of their respective affiliates, officers or directors, should be discovered by W▇▇▇▇▇▇ 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) W▇▇▇▇▇▇ 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 W▇▇▇▇▇▇ 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, W▇▇▇▇▇▇ take such action as is necessary in order to list on the New York Stock Exchange the additional shares of FSIC W▇▇▇▇▇▇ Common Stock to be issued by W▇▇▇▇▇▇ in exchange for the shares of NewMil Common Stock. (d) W▇▇▇▇▇▇ 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). W▇▇▇▇▇▇ and NewMil shall cooperate with each other to effect the foregoing. NewMil and W▇▇▇▇▇▇ 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 W▇▇▇▇▇▇, 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 W▇▇▇▇▇▇ 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 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 Subject to the receipt of reasonable cooperation from FTC, BancPlus shall promptly prepare and CCT shall as promptly as practicablefile with the SEC, but in no case later than five Forty (540) Business Days business days after the date of this Agreement, jointly prepare the Proxy Statement and file with the SEC the Registration StatementForm S-4. Each of FSIC and CCT The parties shall use its their respective 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 FTC shall thereafter promptly 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 BancPlus 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 FTC shall use reasonable best efforts to promptly furnish all information concerning CCT FTC and the holders of CCT Common FTC Capital Stock as may be reasonably requested by FSIC in connection with any such action. If at any time (i) any event occurs with respect to any party or (ii) any change in the information relating to any of the parties, or their respective affiliates, officers or directors, supplied by a party for inclusion in the Proxy Statement or the Form S-4 should be discovered by a party, which event or changed information should be described or set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement 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, then the party which discovers such event or 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 event or information shall be promptly filed with the SEC and mailed, delivered or otherwise made available to the shareholders of FTC. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their respective reasonable best efforts to take, or cause to be taken, all actions reasonably necessary, proper or advisable to comply with all legal requirements applicable to the transactions contemplated hereby, including 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, waivers, 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 Share Exchange, the Corporate Merger and the Bank Merger) or to avoid any fee or penalty under any contract or agreement arising in connection with the transactions contemplated hereby, and to comply with the terms and conditions of all such permits, consents, waivers, 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, BancPlus shall, and shall cause its Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with {JX489484.11} PD.35183901.7 any Governmental Entity or Regulatory Agency, including the FRB, FDIC, or MDBCF, in order to obtain the Requisite Regulatory Approvals. The parties hereto agree that they will consult with the other parties hereto with respect to the obtaining of all permits, waivers, consents, approvals and authorizations of all third parties, Governmental Entities and Regulatory Agencies necessary or advisable to consummate the transactions contemplated by this Agreement, consider in good faith the preparation views of the Registration Statement and shall furnish others in connection with any proposed written or material oral communication with any Governmental Entity or Regulatory Agency related to 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. BancPlus and FTC agree to promptly furnish 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 Proxy Statement, 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 FSICBancPlus, CCT BankPlus, FTC or FBT or any of their respective Consolidated Subsidiaries affiliates to any Governmental Entity or Regulatory Agency in connection with the Mergers transactions contemplated by this Agreement. BancPlus and FTC shall have the right to review in advance, and, to the extent practicable, each will consult the other Transactions. Prior on, in each case subject to applicable laws relating to the Effective Timeexchange of information, all the information relating to BancPlus or FTC, 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 party of the parties hereto shall act reasonably and as promptly notify 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, unless prohibited by such Governmental Entity or Regulatory Agency, give the other party (i) upon becoming aware 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 event applications, notices, petitions or circumstance filings, and all correspondence relating thereto, prior to filing, other than any portions of material filed in connection therewith that is required contain confidential supervisory information or other information filed under a claim of confidentiality and, in each case, subject to be described in an amendment applicable laws relating to the Registration Statement or exchange of information. Each party acknowledges and agrees that nothing in a supplement this Agreement, including this Section 6.1, Section 6.2 and Section 6.8, shall require any party to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of provide confidential supervisory information to any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementother party. (c) Subject to applicable LawIn furtherance and not in limitation of the foregoing, each of FSIC BancPlus and CCT FTC 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 objection or 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 BancPlus, FTC and their respective Subsidiaries and committing to any Governmental Entity or Regulatory Agency to maintain, and maintaining, capital levels and capital ratios at a level specified by such Governmental Entity or Regulatory Agency, and raising capital in connection therewith. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require BancPlus or FTC or their respective Subsidiaries to take, or agree to take, and FTC and {JX489484.11} PD.35183901.7 its Subsidiaries shall not be permitted to take or agree to take, without BancPlus’s written consent in its sole discretion, any actions specified in this Section 6.1(c) or agree to any condition or restriction in connection with obtaining any Required Regulatory Approval 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 Share Exchange, the Corporate Merger and the Bank Merger (including, for the avoidance of doubt, any determination by a Governmental Entity or Regulatory Agency that the Bank Merger may not be consummated as contemplated hereby immediately following the Effective Time) or other condition or requirement which in the opinion of BancPlus and FTC, in their reasonable discretion, would materially adversely impact the economic or business benefits of the transactions contemplated in this Agreement (a “Burdensome Condition”); provided, that if reasonably required by BancPlus, FTC and FBT shall take (or agree to take) any such action, or agree to any such condition or restriction, so long as such action or such agreement with respect to any condition or restriction is binding only in the event the Closing occurs. (d) Each of BancPlus and FTC agrees, as to itself and its Subsidiaries, that (i) 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, is filed and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) 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 will, at the date it is filed with the SEC, at the date of mailing to shareholders and at the time of the FTC 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 BancPlus and FTC further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form 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 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 Proxy Statement. (e) To the extent permitted by applicable law, FTC and BancPlus 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 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 Subject to the terms and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date conditions of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT shall each party will use its reasonable best efforts to have take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Registration Statement declared effective under the Securities Act transactions contemplated by this Agreement, including preparing and filing as promptly as practicable after such filing and all documentation 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 effect all necessary state securities Law filings, consents, waivers, approvals, authorizations, permits or “blue sky” permits orders from all third parties 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 actionGovernmental Entities. (b) Each of FSIC Buyers and CCT shall cooperate with the other in the preparation of the Registration Statement and shall Seller shall, upon request, furnish to the other all information reasonably requested concerning itself (or in the case of Seller, the Companies), 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 FSICBuyers, CCT Seller, the Companies, 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 transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (c) Subject In furtherance and not in limitation of the foregoing, each party hereto agrees to make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable after the date hereof (and in any event within 5 business days) and to make, or cause to be made, the filings and authorizations, if any, required under any other Regulatory Laws as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.7 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act or any other Regulatory Laws as soon as practicable. In furtherance and not in limitation of the foregoing, the parties shall request and shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act. (d) Each of Buyers, on the one hand, and Seller and the Companies, on the other hand, shall, in connection with the efforts referenced in Section 5.7(c) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement, use its reasonable best efforts to (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) subject to applicable Lawlegal limitations and the instructions of any Governmental Entity, keep the other party reasonably informed of any communication received by such party from, or given 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 hereby; and (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, permit the other party to review in advance any communication (provided that the parties may redact references to the value of this transaction or alternatives to this transaction) 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 other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (e) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.7(c) and 5.7(d), if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of FSIC Buyers, on the one hand, and CCT Seller and the Companies, on the other hand, shall use their reasonable best efforts to (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as the FTC, the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under any Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the End Date), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date; provided that neither the Companies nor any of their Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Companies or any of their Affiliates, unless such requirement, condition, understanding, agreement or order is binding on the Companies only in the event that the Closing occurs. Notwithstanding anything to the contrary in this Section 5.7 or elsewhere in this Agreement, Buyers shall not be required to agree to or accept (but in their discretion may agree to or accept), and Seller shall not, and shall not permit the Companies, without the prior written consent of Buyers, to, agree to or accept, unless requested to do so by Buyers (subject to the proviso to the immediately preceding sentence) any condition sought by any Governmental Entity or other person in connection with any consent or approval required to complete or otherwise in connection with the transactions contemplated by this Agreement that (A) seeks to prohibit or limit in any material respect the ownership or operation by the Companies, their Subsidiaries, either Buyer or any of their Affiliates of the business or assets of any of them, or to compel the Companies or either Buyer or any of their Affiliates to dispose of or hold separate any significant portion of their business or assets as a result of the transactions contemplated hereby, (B) seeks to impose limitations on the ability of either Buyer to acquire, hold, or exercise full rights of direct or indirect ownership of the Companies or any of their Subsidiaries, including the right to vote the capital stock of the Companies on all matters properly presented to the shareholders of the Companies and the rights to declare or pay dividends on any capital stock of the Companies or any of their Subsidiaries, (C) seeks to prohibit either Buyer or any of its Subsidiaries from effectively controlling in any material respect the business or operations of such Buyer, the Companies or any of their respective Subsidiaries and their Affiliates, (D) would individually or in the aggregate reasonably be expected to significantly and adversely affect the benefits, taken as a whole, that either Buyer reasonably expects to derive from the consummation of the transactions contemplated by this Agreement or (E) would individually or in the aggregate reasonably be expected to significantly and adversely affect the business, financial condition or results of operations of the Companies and their Subsidiaries, taken as a whole. (f) Subject to Section 5.7(e), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transaction contemplated by this Agreement, or any other agreement contemplated hereby, Seller and Buyers each shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (g) Each of Buyers and Seller and the Companies 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 will not be obtained or that the receipt of any such approval may be materially delayed delayed. (h) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.7(a), (d), (e) or conditioned(f), with respect to the consents, waivers, approvals, authorizations and permits sought to be obtained from third parties (other than from Governmental Entities) (“Third Party Consents”), the costs paid to any third party with respect to Third Party Consents shall be borne 50% by Seller and 50% by Buyers. To the extent that a party seeking a Third Party Consent is unable to obtain such Third Party Consent for anything necessary, proper or advisable to consummate the transactions contemplated by this Agreement, such party shall obtain acceptable alternative arrangements, with the other party’s participation, cooperation and approval; provided, that the costs paid to any third party with respect to obtaining any acceptable alternative arrangement shall be borne 50% by Seller and 50% by Buyers; provided further, that this obligation shall survive Closing. (i) As used in this Agreement, the term “Regulatory Laws” means any Law enacted by any Governmental Entity relating to antitrust matters, insurance, or regulating competition.

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 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 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 ▇▇▇▇▇▇▇ financial statements in form required for use on Form S-4, jointly prepare ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ on Form S-4, including the Proxy Statement/Prospectus (the "Registration Statement") for the purpose of registering the ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇, and shall furnish ▇▇▇▇▇▇▇ with all necessary information relating to such event whereupon ▇▇▇▇▇▇▇ shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ is discovered by ▇▇▇▇▇▇▇ which should be set forth in an amendment of, or a supplement to, the Joint Registration Statement, including the Prospectus/Proxy Statement/Prospectus , ▇▇▇▇▇▇▇ shall promptly inform MECH, and ▇▇▇▇▇▇▇ shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 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 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 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 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 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 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 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 promptly as practicable, but in no case later than five (5) Business Days Promptly after the date of this Agreement, jointly prepare Parent and Company shall prepare, and Parent shall file with the SEC the Registration StatementS-4 in which the Proxy Statement and Consent Solicitation Statement will be included as a prospectus. Each of FSIC Parent and CCT Company shall use its reasonable best efforts to have make such filing within forty-five (45) days of the Registration Statement declared effective under the Securities Act date of this Agreement. Parent and Company shall use reasonable best efforts to respond as promptly as practicable after such filing to any comments of the SEC staff with respect to the S-4 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 Parent shall use reasonable best efforts to cause the Joint definitive Proxy Statement/Prospectus Statement to be mailed to its shareholders as promptly mailed or as practicable after the date on which the S-4 is declared effective under the Securities Act. Company shall cause the definitive Consent Solicitation Statement to be delivered to their respective stockholders upon such effectivenessits shareholders as promptly as practicable after the date on which the S-4 is declared effective under the Securities Act. FSIC Parent shall also use its reasonable best efforts as promptly as practicable notify Company of the receipt of any written comments from the staff of the SEC relating to obtain all necessary the S-4. If at any time prior to the Effective Time in the case of the S-4, prior to the receipt of the Requisite Parent Vote in the case of the Proxy Statement or prior to the receipt of the Requisite Company Vote in the case of the Consent Solicitation Statement, any Party discovers any information that should be set forth in an amendment or supplement thereto so that the S-4, Proxy Statement or Consent Solicitation Statement would not include any misstatement of a material fact or omit to 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 the light of the circumstances under which they were made, and CCT not misleading, such Party shall use reasonable best efforts promptly notify the other Parties and, to furnish all the extent required by applicable law, an appropriate amendment or supplement describing such information concerning CCT and shall be promptly filed by Parent with the holders of CCT Common Stock as may be reasonably requested SEC and, to the extent required by FSIC in connection with any such actionlaw, disseminated to the applicable shareholders. (b) Each of FSIC and CCT The Parties 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 case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make them within thirty (30) days of the date of this Agreement, 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 to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Company shall have the right to review for a reasonable period of time 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 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, including the Proxy Statement, the S-4 and any other filing made 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 completion of the transactions contemplated in this Agreement, and each Party shall consult with the other in the preparation advance of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary any meeting or advisable in connection conference 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 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, in each case subject to applicable law. As used in this Agreement, the term “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, waivers, orders and approvals (and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party expiration or termination of all statutory waiting periods in respect thereof) (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to from the Registration Statement or in a supplement to Federal Reserve Board, the Joint Proxy Statement/Prospectus FDIC, the CDFI and the WDFI, and (ii) after otherwise set forth in Section 3.4 or Section 4.4 that are necessary to consummate the receipt transactions contemplated by it of any comments of this Agreement (including the SEC with respect to Merger) or those 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 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 or that would reasonably be expected to have a Material Adverse Effect on the receipt of any such approval may be materially delayed or conditionedSurviving Entity.

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 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 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’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 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 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 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 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 ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇ 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 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 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 9.1 GTE shall be responsible for obtaining and CCT keeping in effect all FCC, state regulatory commission, franchise authority and other regulatory approvals that may be required in connection with the performance of its obligations under this Agreement. AT&T shall as promptly as practicablebe responsible for obtaining and keeping in effect all FCC, but state regulatory commission, franchise authority and other regulatory approvals that may be required in no case later than five (5) Business Days after connection with its offering of services to AT&T Customers contemplated by this Agreement. AT&T shall reasonably cooperate with GTE in obtaining and maintaining any required approvals for which GTE is responsible, and GTE shall reasonably cooperate with AT&T in obtaining and maintaining any required approvals for which AT&T is responsible. 9.2 Nothing in this Agreement shall be construed to deny either Party the date right to file tariffs from time to time in the normal course of business. Nonetheless, each Party shall be exempt from any tariff change filed by the other Party during the term of this Agreement if such change conflicts with a price or other term of this Agreement, jointly prepare except to the extent that this Agreement makes the tariff item being changed determinative of such price or such other term, in which case the changed tariff shall apply prospectively. 9.3 If any effective legislative, regulatory, judicial or other legal actions, including a change in Applicable Law, materially affects any material terms of this Agreement, or the ability of AT&T or GTE to perform any material terms of this Agreement, such change in law shall apply immediately and file the terms and conditions of this Agreement shall be applied and interpreted such that the obligations and requirements applicable to each party under this Agreement shall be consistent with such change in law. AT&T or GTE may, on thirty (30) days written notice (delivered not later than 90 days following the SEC date on which such action has become effective) request that such term(s) be renegotiated, and the Registration StatementParties agree to so negotiate in good faith such mutually acceptable new term(s). Each of FSIC and CCT shall use its reasonable best efforts to have Notwithstanding 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 Transactionsabove, if anythe Parties do not agree on the appropriate application of any change in law to this Agreement, either Party may pursue any remedy available to it under Applicable Law. 9.4 This document has been produced by GTE and CCT shall use reasonable best efforts AT&T pursuant to furnish all information concerning CCT the order ("Order") of the Pennsylvania Public Utility Commission in ▇▇▇▇▇▇ ▇▇. ▇- ▇▇▇▇▇▇▇▇▇▇▇. GTE reserves its position that this document is the functional equivalent of an order by the Commission and not an agreement entered into voluntarily by the holders Parties. GTE further reserves its position that the only applicable liability for violations of CCT Common Stock the obligations imposed hereby (including contractual liability) is only such liability as may be reasonably requested imposed by FSIC in connection with any such actionthe Commission. (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 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 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. 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 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. (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 Banner shall promptly prepare and file with the SEC the Registration S-4, in which the Proxy Statement, which will be prepared jointly by Banner and Home, will be included. Each of FSIC Banner and CCT Home 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 Home and Banner shall use its commercially 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 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 S-4 being declared effective, Home 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 Banner 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 Home shall use reasonable best efforts to furnish all information concerning CCT Home and the holders of CCT Home 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 Home or Banner, or any of their respective affiliates, directors or officers, should be discovered by Home or Banner that should be set forth in an amendment or supplement to either the 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 Home’s shareholders. (b) Each In addition to their obligations pursuant to Section 6.1(a), Banner 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 Home with copies of FSIC any such filings. Banner shall advise Home, promptly after receipt of notice thereof, of (and CCT provide copies of any notices or communications with respect to) the time of the effectiveness of the S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of Banner 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 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 S-4 shall be filed without the approval of each of Home and Banner, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, Banner and Home 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 Home (in the case of Banner) or Banner (in the case of Home) 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 Regulatory Agencies or other 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 Regulatory Agency or other 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 or Governmental Entities. In furtherance (but not in limitation) of the foregoing, Banner shall, and shall cause Banner Bank to, use commercially reasonable efforts to file any required applications, notices or other filings with the Federal Reserve Board, the DFI, the Idaho Department, the Oregon Division, and the FDIC within forty-five (45) days after the date hereof. Home and Banner 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 Home or Banner, 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 Banner and Home 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 S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICBanner, CCT Home 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 Banner and CCT Home 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(e)).

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 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 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ to cause the Joint Proxy Statement/Prospectus Materials to be mailed to First ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇, or any of their respective stockholders upon affiliates, officers or directors, should be discovered by Tower or First ▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇. (b) The information regarding First ▇▇▇▇▇▇▇ and the First ▇▇▇▇▇▇▇ Subsidiaries to be supplied by First ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Common Stock. (f) Tower and CCT First ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ shall cooperate with each other to effect the foregoing. First ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Common Stock or sell any shares of First ▇▇▇▇▇▇▇ Common Stock held in treasury under or pursuant to its dividend reinvestment plan.

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 Parent and CCT the Company shall promptly prepare, and Parent shall promptly file with the SEC, the F-4, in which the Proxy Statement will be included as a prospectus as promptly as practicablereasonably practicable and, but in no case later than any event, use reasonable best efforts to file within forty-five (545) Business Days days after the date of this Agreement, jointly prepare hereof. Parent and file with the SEC the Registration Statement. Each of FSIC and CCT Company shall each use its reasonable best efforts to have the Registration Statement F-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and the Company shall thereafter file with the SEC and 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 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 in connection with any such action. (bi) Each of FSIC and CCT shall cooperate The Parent Board shall, with the other in the preparation reasonable assistance of the Registration Statement and shall furnish Company, prepare a report (informe del consejo de administracion) relating to the other all information reasonably requested as may Capital Increase (the “Board Report”), to be reasonably necessary or advisable made available to the holders of Parent Ordinary Shares in accordance with Applicable Law in connection with the Registration Statement or any other filing or application made by or on behalf of FSICParent Meeting, 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 Parent shall prepare the receipt by it of any comments Exemption Document (or the “prospectus” for the purposes of the SEC Prospectus Regulation) and cause it to be filed with respect the CNMV and (iii) Parent shall use its reasonable best efforts to obtain the Independent Expert Report. Parent will use its reasonable best efforts to cause the Exemption Document (or the “prospectus” for the purposes of the Prospectus Regulation) to be filed with, or receive required registration and verification by, the CNMV, as applicable, and to be made publicly available, as promptly as reasonably practicable, and to cause the Board Report to be made available to the Joint Proxy Statement/Prospectus or holders of Parent Ordinary Shares on the Registration Statementdate the Parent Meeting is called in accordance with SCL. (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 shall as As promptly as practicable, practicable (but in no case event later than five sixty (560) Business Days after days) following the date of this Agreement, jointly CenterState, with the assistance and cooperation of Gulfstream, shall promptly prepare and file with the SEC the Registration StatementForm S-4, and, if not included in Form ▇-▇, ▇▇▇▇ ▇-▇, together with the Proxy Statement which will be included in Form S-4, which shall provide for the registration of the shares to the CenterState Common Stock to be issued as a result of the Merger, and upon the exercise of the Gulfstream Stock Options to be assumed by CenterState pursuant to the terms of this Agreement. Each of FSIC CenterState and CCT Gulfstream 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 Gulfstream and CenterState 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, Gulfstream 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 CenterState 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 Gulfstream shall use reasonable best efforts to furnish all information concerning CCT Gulfstream and the holders of CCT Gulfstream 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 Gulfstream or CenterState, or any of their respective affiliates, directors or officers, should be discovered by Gulfstream or CenterState 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 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 Gulfstream’s shareholders. (b) Each In addition to their obligations pursuant to Section 6.1(a), Gulfstream and CenterState 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. CenterState and CCT Gulfstream 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 CenterState 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 Gulfstream and CenterState, which approval shall not be unreasonably withheld, conditioned or delayed. (c) Subject to the terms and conditions set forth in this Agreement, CenterState and Gulfstream 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 Gulfstream (in the case of CenterState) or CenterState (in the case of Gulfstream) 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, 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 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, CenterState shall, and shall cause CenterState Bank of Florida, N.A. to, use commercially reasonable efforts to file any required applications, notices or other filings with the FRB, the FDIC and applicable state banking agencies within thirty (30) days of the date hereof. Gulfstream and CenterState 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 Gulfstream or CenterState, 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. The Parties shall promptly deliver to each other copies of all filings, orders and material correspondence to and from all Governmental Entities in connection with the transactions contemplated by this Agreement. (d) Each of CenterState and Gulfstream 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 FSICCenterState, CCT Gulfstream or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and Merger, the Bank Merger or any 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 CenterState and CCT Gulfstream 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 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. (f) Notwithstanding the obligations of CenterState in this Section 6.1 or conditionedanything in this Agreement to the contrary, in no event shall CenterState be required hereby to raise common equity capital at the holding company level to resolve objections, if any, which may be asserted with respect to the Merger or the Bank Merger by any Governmental Entity, in an amount which would reduce the economic benefits of the transactions contemplated by this Agreement to CenterState to such a degree that CenterState would not have entered into this Agreement had such condition to raise common equity capital been known to it at the date hereof.

Regulatory Matters. (aA) FSIC and CCT Parent 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 a registration statement under the Securities Act relating to the Parent Common Stock to be received by the Stockholders of the Company in exchange for the Company Common Stock (the "Registration Statement"). Each of FSIC Parent shall prepare and CCT file with the SEC a preliminary Proxy Statement. Parent shall use its reasonable best efforts efforts, and the Company shall cooperate with Parent, to have the Registration Statement declared effective under by the Securities Act SEC as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the MergersMerger. CCT Parent shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Registration Statement to the Company and FSIC advise the Company of any verbal comments with respect to the Registration Statement received from the SEC. Parent 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 laws or “"blue sky” permits " permits, approvals and approvals registrations in connection with the issuance of Parent Common Stock pursuant to the Merger. If at any time prior to the Effective Time, any event with respect to Parent or any of its Subsidiaries or with respect to other information supplied by Parent or for inclusion in the Registration Statement, shall occur which is required to carry out be described in an amendment of, or a supplement to, the TransactionsRegistration Statement, if anysuch event shall be so described, and CCT such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the denial or suspension of the qualification of the Parent Common Stock issuable pursuant to the Merger for offering or sale in any jurisdiction or any request by the SEC for any amendment or supplement to the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act or at the Effective Time, 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. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (I) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (II) the Proxy Statement in definitive form relating to the meeting of Parent's stockholders to be held in connection with the Merger, as amended or supplemented will, at the date such information is supplied to stockholders of the Company, 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. The Registration Statement insofar as it relates to Parent or Merger Sub or other information supplied by Parent for inclusion therein, will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder. (B) Parent and the Company shall file any Notification and Report Forms and related materials that they may be required to file with the Federal Trade Commission and the Anti-Trust Division of the United States Department of Justice under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Anti-Trust Improvements Act of 1976, as amended, shall use their reasonable best efforts to obtain an early termination of the applicable waiting period, and shall make any further filings pursuant thereto that may be necessary. (C) The parties hereto shall cooperate with each other and use their reasonable efforts to promptly prepare, execute 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. 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. (D) Parent and the 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 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 Statement 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 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. (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 JBI shall promptly prepare and CCT shall as promptly as practicable, file (but in no case later than five (5) Business Days after any event prior to the 60th day following the date of this Agreement, jointly prepare and file ) the S-4 Registration Statement with the SEC after the Registration Statementdate hereof. Each of FSIC and CCT JBI 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, HBI 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 JBI shall also use its commercially reasonable best efforts to obtain all necessary state securities Law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransaction provided for in this Agreement, and CCT HBI shall use reasonable best efforts to furnish all information concerning CCT HBI and the holders of CCT HBI 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, HBI will promptly inform JBI and cooperate and assist JBI in preparing such amendment or supplement and mailing the same to the stockholders of HBI. Subject to Section 10.1(k) of this Agreement, the HBI Board shall recommend that the holders of HBI 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 (but in any event prior to the 60th day following the date of this Agreement) 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. JBI and HBI 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 JBI or HBI, 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) JBI and HBI 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 FSICJBI, CCT HBI or any of their respective Consolidated Subsidiaries to any Governmental Entity Regulatory Authority in connection with the Mergers Merger and the other Transactions. Prior transactions provided for in this Agreement and also will provide to the Effective Timeother all applications filed with each of the Regulatory Authorities, each party hereto shall promptly notify as well as correspondence to and from the Regulatory Authorities relating to such applications. (d) JBI will indemnify and hold harmless HBI 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 ▇▇▇▇ ▇▇▇) and rules and regulations thereunder and will reimburse HBI, and any such director, officer, employee or controlling person for any legal or other party (i) 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 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 JBI Company. (e) HBI will indemnify and hold harmless JBI 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 ▇▇▇▇ ▇▇▇) and rules and regulations thereunder and will reimburse JBI, 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. (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 HBI Company.

Regulatory Matters. (a) FSIC In furtherance and CCT shall not in limitation of Section 6.4, (i) as promptly as practicable, but in no case later than five (5) Business Days ten days, after the date of this Agreement, jointly Seller and Buyer will prepare and file or cause to be filed with the SEC Antitrust Authorities a Notification and Report Form under the Registration StatementHSR Act with respect to the Transaction, (ii) as soon as reasonably practicable after the date of this Agreement, Seller and Buyer will prepare and file or cause to be filed with the Antitrust Authorities all other forms and filings required under all other Antitrust Laws (other than the HSR Act) with respect to the Transaction and (iii) Seller and Buyer shall respond promptly to any requests by Antitrust Authorities for additional information or documentary materials. All filing fees payable in connection with the filings required under the Antitrust Laws will be split equally by Buyer and Seller. Each of FSIC Party will instruct its respective counsel to cooperate with the other Party and CCT shall use its reasonable best efforts to facilitate and expedite the identification and resolution of any issues arising under the Antitrust Laws at the earliest practicable dates. Reasonable best efforts and cooperation include such Parties’ undertaking (to the extent permitted by applicable Law and in each case regarding the Transactions and without waiving attorney-client or any other applicable privilege) to (i) furnish to one another such necessary information and reasonable assistance as a Party may reasonably request in connection with its preparation of any filing or submission that is necessary under the Antitrust Laws, (ii) cooperate in the filing of any substantive memoranda, white papers, filings, correspondence or other written or oral communications explaining or defending this Agreement, articulating any regulatory or competitive argument or responding to requests or objections made by the Antitrust Authorities or any Person under the Antitrust Laws and (iii) not take any action that would reasonably be expected to have the Registration Statement declared effective effect of delaying, impairing or impeding the receipt of any Consent of the type described in this Section 6.5. In connection therewith, each Party will (i) subject to applicable Laws, provide one another with a draft of any filing or submission and a reasonable opportunity to review such draft before making or causing to be made such filing or submission (excluding information not customarily shared by parties in transactions of this nature), (ii) not extend any applicable waiting or review periods or enter into any agreement with a Governmental Entity to delay or not consummate the Transactions on the Closing Date, except with the prior written Consent of the other Party, (iii) not have any substantive contact with any Governmental Entity in respect of any filing or Action contemplated by this Section 6.5 unless it has engaged in prior consultation with the other Parties and, to the extent permitted by such Governmental Entity, given the other Parties reasonable opportunity to participate (which, at the request of Buyer or Seller, as applicable, shall be limited to outside antitrust counsel only), and (iv) keep each other reasonably apprised of the status of any communications with, and any inquiries or requests for additional information from, the Antitrust Authorities, any applicable Governmental Entity, including, to the extent permitted under applicable Law, providing, or causing to be provided, to each other, copies of all material correspondence, filings, or communications between them or any of their Authorized Representatives, on the Securities Act one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the Transaction. In exercising the foregoing rights, each Party shall act as reasonably and as promptly as practicable after practicable. Buyer has the responsibility for determining the strategy with respect to obtaining any such filing and to keep the Registration Statement effective as approvals or early terminations so long as necessary such strategy is otherwise consistent with the terms of this Section 6.5 and in good faith consultation with Seller after giving due consideration to consummate Seller’s views. Any Party may reasonably designate any competitively sensitive material provided to the Mergers. CCT other under this Section 6.5 as “outside counsel only.” (b) In connection with resolving any impediments under any Antitrust Law and FSIC obtaining the Consents from the Governmental Entities contemplated by Section 6.5(a), Buyer shall, and shall cause its Affiliates, to use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed obtain such Consents, including by negotiating, effecting and undertaking (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 being required to carry out the Transactionsagree or consent to) any sale, if anylicense, 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 divestiture or advisable in connection with the Registration Statement disposition or holding separate of, or any other filing remedy with respect to, or application made by restriction on the conduct or operation of, any assets, properties or businesses of the Target Group. Notwithstanding the foregoing, none of Buyer or its Affiliates shall directly or indirectly be required to effect or undertake (or be required to agree or consent to) any sale, license, divestiture or disposition or holding separate of, or any other remedy with respect to, or restriction on behalf the conduct or operation of, assets, properties or businesses that generated aggregate revenues that comprised more than five percent (5%) of FSICArcelorMittal USA LLC’s consolidated revenues for the fiscal year ended December 31, CCT 2019. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall Buyer, Seller or any of their respective Consolidated Subsidiaries Affiliates be obligated to commit to take any Governmental Entity in connection with action pursuant to this Section 6.5(b), the Mergers and consummation of which is not conditioned on 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 consummation of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration StatementClosing. (c) Subject to Section 6.5(b), from the date of this Agreement through the date of termination of the required waiting period under the HSR Act or other approval or termination of applicable waiting period under any other Antitrust Law, each of FSIC Buyer and CCT shall promptly advise its Affiliates and Seller and its Affiliates will take reasonable best efforts to obtain such approvals or the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation expiration 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 conditionedrequired waiting periods.

Regulatory Matters. (a) FSIC NatWest Plc shall, and CCT shall cause ------------------ Holdings and its Subsidiaries to, prepare and file all applications, notices, consents and other documents necessary or advisable to obtain regulatory approval from the OCC to move the headquarters of NBNA from its current location to a location in New York within 30 miles of its current location and to establish a branch at its current location (the "OCC 30-mile Approval"), promptly file all supplements or amendments thereto and use all reasonable efforts to obtain the OCC 30-mile Approval 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 As promptly as practicable after such filing and to keep receipt of the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC OCC 30- mile Approval, NatWest Plc shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus headquarters ▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇anch 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 established, in accordance with 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 actionOCC 30-mile Approval. (b) Each Subject to the provisions of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement Section 6.11, NatWest Plc shall, and shall furnish to the cause Holdings and its Subsidiaries to, promptly prepare and file all applications, notices, consents, and other all information reasonably requested as may be reasonably documents necessary or advisable in connection with to obtain regulatory approval from the Registration Statement or any OCC to make all of the Included Subsidiaries (other filing or application made by or on behalf than NBNA and its Subsidiaries) Subsidiaries of FSICNBNA (the "Operating Subsidiary Approval"), CCT or any promptly file all amendments and supplements thereto and use all reasonable efforts to obtain the Operating Subsidiary Approval as promptly as practicable. As promptly as practicable after receipt of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior Operating Subsidiary Approval but prior to the Effective TimeClosing, each party hereto NatWest Plc shall promptly notify cause all of the Included Subsidiaries (other party (ithan NBNA and its Subsidiaries) upon becoming aware of any event or circumstance that is required to be described in an amendment made Subsidiaries of NBNA; provided that, to the Registration Statement extent any such action is prohibited by applicable -------- law or in a supplement regulations, FFG and NatWest Plc shall use their best efforts to implement any lawful arrangement designed to effect the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments intent of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementparties hereunder. (c) Subject Natwest Plc shall cause Holdings and its Subsidiaries to, (i) provide FFG and its counsel with an opportunity to applicable Lawreview in advance and comment on all filings made pursuant to this Section 6.5 and Section 6.6 hereof and (ii) keep FFG informed of the status of matters relating to obtaining the OCC 30-mile Approval, each any Operating Subsidiary Approval and the transfer of FSIC Delaware Bank Assets and CCT furnish FFG with copies of all written communications with respect thereto. (d) NatWest Plc shall promptly advise cause the other upon receiving any communication from any Governmental EntityIncluded Subsidiaries to comply, at their own expense, with the filing requirements of ISRA, including, if reasonably requested by FFG, the consent obtaining of a letter of non-applicability or approval of which is required for consummation a negative declaration in connection with any or all properties owned or leased by any of the TransactionsIncluded Subsidiaries and located in New Jersey (excluding residential properties), that causes and to be responsible for any further actions (whether before or after the Effective Time) as shall be ordered or agreed to between the Included Subsidiaries and the New Jersey Department of Environmental Protection in connection with ISRA and 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 conditionedproperties.

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 RMBI shall prepare and file with the SEC the Registration Form S-4, in which the Proxy Statement, which will be prepared jointly by RMBI and Company, will be included. RMBI shall provide Company and its counsel with appropriate opportunity to review and comment on the Form S-4 and the Proxy Statement prior to the time they are initially filed with the SEC or any amendments that are filed with the SEC. Each of FSIC RMBI and CCT Company 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 Company and RMBI 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 Upon the Form S-4 being declared effective, Company shall thereafter mail or deliver the Proxy Statement to its shareholders and FSIC RMBI shall use reasonable best efforts 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 RMBI Common Stock. FSIC RMBI 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 Company shall use reasonable best efforts to furnish all information concerning CCT Company and the holders of CCT Company Common Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Company Shareholder Meeting (as defined in Section 6.3), or the RMBI Stockholder Meeting (as defined in Section 6.3), there shall occur any event that should be disclosed in an amendment or supplement to the Proxy Statement or the Form S-4, Company and RMBI shall use their commercially reasonable efforts to promptly prepare, file with the SEC (if required under applicable law) and mail to shareholders of the Company and to stockholders of RMBI, an amendment or supplement. Each of Company and RMBI shall correct any information provided by it for use in the Form S-4 or the Proxy Statement as promptly as reasonably practicable if and to the extent such information is discovered to contain any untrue statement of a material fact or omits to state any material face 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. (b) Each In addition to their obligations pursuant to Section 6.1(a), Company and RMBI 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 laws and regulations promulgated thereunder and provide each other with copies of FSIC any such filings. RMBI and CCT Company 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 RMBI 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 Company and RMBI, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, RMBI and Company 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 Company (in the case of RMBI) or RMBI (in the case of Company) 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, 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, RMBI shall, and shall cause FBR to, use commercially reasonable efforts to file any required applications, notices or other filings with the Federal Reserve Board, the OCC, the DFI, if applicable, and under the HSR Act, if applicable, within forty-five (45) days after the date hereof. Company and RMBI 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 Company or RMBI, 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, 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 RMBI and Company 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 FSICRMBI, CCT Company 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 RMBI and CCT Company shall promptly advise the other upon receiving any communication from any Regulatory Agency or other Governmental Entity, the consent or approval of which is required for consummation of the Transactionstransactions 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 be materially delayed delayed, or conditionedthat any such approval may contain an Unduly Burdensome Condition (as defined in Section 7.1(e)).

Regulatory Matters. (a) FSIC Wyeth shall within fifteen (15) days after the Closing Date notify the FDA of the transfer to MedImmune of the Investigational New Drug Application designated as U.S. IND BB-9204 (the “IND”) and CCT promptly provide a copy of such notice to MedImmune. MedImmune shall within fifteen (15) days after the receipt of such copy from Wyeth notify the FDA that it accepts such transfer and perform such other activities as required by the FDA to accept such transfer and assignment. All transfers shall be made in accordance with applicable laws and regulations. In addition, promptly as practicablefollowing the Signing Date, but in no case later than five (5) Business Days after any event by such date as is necessary to ensure receipt thereof by May 1, 2004, Wyeth shall notify in writing each Governmental Authority in each country in the date Royalty Territory in which there have been filed or granted a Wyeth Government License of the intended assignment, pursuant to this AgreementAgreement and the intended transfer to MedImmune of all right, jointly prepare title 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 interest in 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 anyWyeth Government License, and CCT the rights and responsibilities associated with such Wyeth Government License. Such notice shall use reasonable best efforts to furnish all information concerning CCT and be substantially in the holders of CCT Common Stock form attached hereto as may be reasonably requested by FSIC in connection with any such actionSchedule 5.4. (b) Each of FSIC In the event it is determined that any Wyeth Government License cannot be transferred and CCT shall assigned to MedImmune, and MedImmune determines to file with the relevant Governmental Authority itself and in its own name, then, upon MedImmune’s reasonable request, Wyeth will cooperate with MedImmune (at MedImmune’s expense) to effectuate such filing by MedImmune (including, by way of example, by executing letters of introduction to such Governmental Authority) for the other in the preparation purpose of the Registration Statement facilitating communications by 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 between MedImmune and such 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 Authority with respect to the Joint Proxy Statement/Prospectus development or registration of Products anywhere in the Registration StatementRoyalty Territory. (c) Subject With respect to applicable Lawany Wyeth Government License, each Wyeth hereby grants to MedImmune the exclusive right to use and reference any filings submitted to Governmental Authorities for such Wyeth Government Licenses and any data and information contained in such filings or approvals in any filings or submissions of FSIC MedImmune such Governmental Authorities with respect to the development, registration and CCT commercialization of Products anywhere in the Royalty Territory. (d) Notwithstanding the foregoing, Wyeth shall promptly advise maintain and not transfer or assign those Wyeth Government Licenses that the other upon receiving any communication from any Governmental EntityParties deem to be necessary for Wyeth to perform the Services until such time as the Services are either completed or are no longer required to be performed under this Agreement, the consent or approval of at which is required for consummation time Wyeth shall notify regulatory authorities in all countries in which there are Wyeth Government Licenses of the Transactionstransfer to MedImmune of all interest, that causes such party rights and responsibilities associated with the Wyeth Government License. Wyeth shall make available to believe that there is a MedImmune, during normal business hours, any Wyeth Government Licenses for inspection, copying and review, upon reasonable likelihood that any Regulatory Approval will not be obtained or that request of and at the receipt expense of any such approval may be materially delayed or conditionedMedImmune.

Regulatory Matters. (a) FSIC Customer shall, at its expense, obtain and CCT shall as promptly as practicablemaintain all permits, but in no case later than five (5) Business Days after the date of this Agreementlicenses, 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 clearances and approvals required to carry out from the Transactions, if any, FDA and CCT shall use reasonable best efforts to furnish all information concerning CCT and other regulatory agencies as are necessary or appropriate for the holders distribution of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionthe Products. (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 Party will notify the other party (i) Party promptly upon becoming aware receipt of information indicating that 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 Products may be subject to a recall, field corrective action or other regulatory action with respect to a Product taken either by virtue of applicable federal, state, foreign or other law or regulation or good business judgment (a “Remedial Action”). Customer shall be responsible for determining the Joint Proxy Statement/Prospectus necessity of conducting any Remedial Action and WuXi AppTec shall cooperate in gathering and evaluating such information as is reasonably necessary for Customer to make such determination. In the event Customer determines that a Remedial Action should be commenced or a Remedial Action is required by any governmental authority having jurisdiction over the Registration Statementmatter, Customer shall be responsible for the control and coordination of all efforts necessary to conduct such Remedial Action and shall keep WuXi AppTec reasonably informed regarding the status of such Remedial Action. [*] shall be responsible for the cost and expense of the Remedial Action unless the Remedial Action results from [*], in which case [*] shall be responsible and shall reimburse [*] for the cost and expense of such Remedial Action. (c) Subject to Each Party will comply with the applicable Lawprovisions of the Adverse Reaction Reporting systems, including the requirements of 21 CFR Part 1270, and each of FSIC and CCT shall promptly advise Party will cooperate with the other Party for the efficient compliance therewith. WuXi AppTec agrees to notify Customer promptly upon receiving any communication receipt 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 customer of any complaint or Adverse Reaction Report relating to the Products. Customer shall investigate and WuXi AppTec shall reasonably cooperate in any investigation of such approval may be materially delayed complaint or conditionedAdverse Reaction Report and Customer will keep WuXi AppTec reasonably informed regarding the findings from such investigation.

Regulatory Matters. (a) FSIC and CCT USB 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 the Registration Statement with the SEC the Registration StatementSEC. Each of FSIC and CCT USB shall use its all reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing filing, and to keep USB shall thereafter mail 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 its stockholders. FBI shall mail the Proxy Statement/Prospectus to their respective its stockholders upon such effectivenesssimultaneously with delivery of notice of the meeting of Stockholders called to approve the Merger. FSIC USB 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 anytransaction provided for in this Agreement, and CCT FBI shall use reasonable best efforts to furnish all information concerning CCT FBI and the holders of CCT Common Stock its common stock as may be reasonably requested by FSIC in connection with any such action. If at any time priorto 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, FBI will promptly inform USB and cooperate and assist USB in preparing such amend- ment or supplement and mailing the same to the stockholders of FBI. As of the date of the execution of this Agreement, and assuming the absence of any additional material factors, (i) unless the Board of Directors of FBI in its good faith judgment determines that it is otherwise required by law, it is the intent of the Board of Directors of FBI that the Proxy Statement/Prospectus shall contain the recommendation of the Board of Directors of FBI in favor of the Merger and, subject to the foregoing, the Board of Directors shall recommend that the holders of FBI Common Stock vote for and adopt the Merger provided for in the Proxy Statement/Prospectus and this Agreement and (ii) unless the Board of Directors of USB in its good faith judgment determines that it is otherwise required by law, it is the intent of the Board of Directors of USB that the Proxy Statement/Prospectus shall contain the recommendation of the Board of Directors of USB in favor of the Merger and, subject to the foregoing, the Board of Directors of USB shall recommend that the holders of USB 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 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 Regulatory Authorities which are necessary or advisable to consum- mate the transactions provided for in this Agreement. USB and FBI 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 USB or FBI 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 transaction 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 herein. (c) USB and FBI shall, upon request, furnish each other all information reasonably requested concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters that 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 FSICUSB, CCT FBI or any of their Subsidiaries to any Regulatory Authority in connection with the Merger and the other transactions provided for in this Agreement. (d) USB and FBI shall promptly furnish each other with copies of written communications received by USB or FBI, 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) USB will indemnify and hold harmless FBI and its respective officers and directors and FBI will indemnify and hold harmless USB and its directors and officers, 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 or controlling person thereof, may become subject under applicable Laws (including the Securities Laws) and rules and regulations thereunder and will reimburse the other, and any such director, officer or controlling person for any legal or other expenses reasonably incurred in connection with investiga- ting 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 any such request, statement, application, report or material or arise out of or are based upon the Mergers and 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 there- in a material fact required to be described stated therein, or necessary in an amendment order to make 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 Lawstatement therein not misleading, 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 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 such indemnifying party for use therein.

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 ▇▇▇▇▇▇▇ and file Village (as to information to be included therein pertaining to Village) shall promptly cause to be prepared and filed with the SEC the Registration Statement. Each of FSIC ▇▇▇▇▇▇▇ and CCT Village 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 Village is discovered 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), Village shall promptly inform ▇▇▇▇▇▇▇ and shall furnish ▇▇▇▇▇▇▇ with all necessary information relating to such event whereupon ▇▇▇▇▇▇▇ shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, Village (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 ▇▇▇▇▇▇▇ 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 Village shall use reasonable best efforts to furnish all information concerning CCT Village and the holders of CCT Village 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 Bank Merger). Village and ▇▇▇▇▇▇▇ 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 Village or ▇▇▇▇▇▇▇, 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) Village shall, upon request, furnish ▇▇▇▇▇▇▇ with all information reasonably requested concerning Village 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ and CCT Village 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 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 Proxy Statement and Parent shall promptly prepare and file with the SEC the Form F-4, in which the Proxy Statement will be included as part of as a prospectus. Parent shall promptly prepare the Parent Proxy Statement, if required, and promptly mail or deliver the Parent Proxy Statement to its stockholders and file it with all securities regulatory authorities having jurisdiction. Each of FSIC Parent and CCT the Company shall use its their commercially reasonable best efforts to have the Registration Statement Form F-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and the Company shall thereafter mail or deliver the Proxy Statement to keep the Registration Statement effective as long as necessary to consummate the MergersCompany stockholders. 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 commercially reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, 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 and Company Stock Options as may be reasonably requested by FSIC in connection with any such action. Each of Parent and the Company shall, as promptly as reasonably 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 Statement and/or the Form F-4 received from the SEC. Each party shall also advise the other party, as promptly as reasonably practicable after receipt of notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, or the suspensions of the qualification of the Parent Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement, Parent Proxy Statement and the Form F-4 prior to filing such with the SEC and will provide each other with a copy of all such filings with the SEC to the extent not otherwise publicly available. If at any time prior to the Effective Time, Parent or the Company has knowledge of any information relating to Parent or the Company, or any of their respective officers, directors or other affiliates, which should be set forth in an amendment or supplement to the Form F-4, Parent Proxy Statement or the Proxy Statement so that any 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 which discovers such information shall promptly notify the other party and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required under applicable Law, disseminated to the stockholders of the Company. (b) Each of FSIC and CCT The parties shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation (including notification and report forms required under the HSR Act and any applicable Laws in other jurisdictions governing antitrust, competition or merger control matters), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals, clearances 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), to use commercially reasonable efforts to cause the expiration or termination of any applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act, and any applicable Laws in other jurisdictions governing antitrust or merger control matters, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, or any applicable Laws in foreign jurisdictions governing antitrust, competition or merger control matters and to comply with the terms and conditions of all such permits, consents, approvals, clearances and authorizations of all such Governmental Entities. 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, 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 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, clearances 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, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Notwithstanding the foregoing, nothing in this Agreement shall require Parent or the Company 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, clearances and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to the Company and its Subsidiaries, taken as a whole) on Parent, the Company or the Surviving Company (a “Materially Burdensome Condition”). In addition, the Company and Parent agree to cooperate and use their commercially reasonable efforts to prepare and file such petitions and filings, and to obtain such permits, consents, approvals, clearances and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of the Company and Parent following consummation of the Merger. (c) Subject to the provisos contained in Section 7.1(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each of the Company and Parent shall cooperate in all respects with the other and shall use their respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.1 shall limit a party’s right to terminate this Agreement pursuant to Section 9.1(b) or 9.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 7.1. (d) Each of Parent and the Company shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, Parent Proxy Statement, the Form F-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 Entity, the NYSE or the TSX 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. (ce) Subject to applicable LawEach of Parent, each of FSIC MergerCo and CCT the Company 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 Transactionstransactions contemplated by this Agreement, or from the NYSE or TSX, that causes such party to believe that there is a reasonable likelihood that any Regulatory Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioneddelayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Regulatory Matters. (a) FSIC and CCT Parent shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly Agreement 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 by the Registration SEC staff in respect of the Proxy Statement declared effective under and to cause the Securities Act definitive Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable after such filing the date of this Agreement. As promptly as practicable following the date of this Agreement, Parent shall, in accordance with applicable Law and the Parent Charter and Parent Bylaws, establish a record date for, duly call, give notice of, convene and hold a meeting of the holders of Parent Common Stock (which may be Parent’s regular annual meeting) (the “Parent Stockholder Meeting”) at which Parent Stockholder Meeting Parent shall seek the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock to keep approve the Registration Statement effective as long as necessary to consummate adoption of the MergersRestated Parent Charter (the “Parent Stockholder Approval”). CCT and FSIC Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Joint Proxy Statement/Prospectus Parent Stockholder Approval to be promptly mailed received at the Parent Stockholder Meeting or delivered to their respective stockholders upon such effectiveness. FSIC any adjournment or postponement thereof. (b) 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 Transactionstransactions contemplated by this Agreement. (c) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part under applicable Laws and rules and policies of the NYSE to enable the listing of the Parent Common Stock on the NYSE as promptly as practicable after the effectiveness of the Restated Parent Charter. (d) In furtherance of Section 9.1(a), Section 9.1(b) and Section 9.1(c), Parent shall promptly notify the other parties upon the receipt of any comments from the SEC or the NYSE or any request from the SEC for amendments or supplements to the Proxy Statement or from the NYSE for amendments of supplements to the NYSE listing application, and shall, as promptly as practicable after receipt thereof, provide the other parties with copies of all correspondence between it and its representatives, on one hand, and the SEC or the NYSE, on the other hand, and all written comments with respect to the Proxy Statement from the SEC or to the NYSE listing application from the NYSE and advise the other parties of any oral comments with respect to the Proxy Statement received from the SEC or to the NYSE listing application from the NYSE. Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Proxy Statement and to any comments from the NYSE with respect to the NYSE listing application. Notwithstanding the foregoing, prior to (x) mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto or (y) submitting the NYSE listing application to the NYSE or responding to any comments of the NYSE with respect thereto, Parent shall consult with the Company and the Holdings Stockholder and provide the Company and the Holdings Stockholder a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). Parent shall advise the Company and the Holdings Stockholder, promptly after it receives notice thereof, of the time the NYSE listing application is approved. (e) Notwithstanding anything to the contrary in the foregoing provisions of this Section 9.1, if anyon a date for which the Parent Stockholder Meeting is scheduled, whether or not a quorum is present, Parent has not received proxies representing a sufficient number of shares of Parent Common Stock to obtain the Parent Stockholder Approval, Parent shall have the right to make one or more successive postponements or adjournments of the Parent Stockholder Meeting. (f) The Company and CCT Parent shall cooperate with each other and use their respective reasonable best efforts to (i) promptly (and in any event within five (5) Business Days after the date of this Agreement) prepare and file (or cause to be filed) the Notification and Report Forms required under the HSR Act and (ii) promptly prepare and file (or cause to be filed) all necessary documentation to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals, clearances 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), to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to comply with the terms and conditions of all such permits, consents, approvals, clearances and authorizations of all such Governmental Entities. The Company shall use its reasonable best efforts (and Parent shall cooperate with the Company) to promptly (and in any event within five (5) Business Days after the date of this Agreement) prepare and file (or cause to be filed) any notice or application with FINRA as required under applicable FINRA and NASD rules. The Company and Parent shall have the right to review in advance (except with respect to the premerger notification filings made pursuant to the HSR Act), 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 the Company or Parent, 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 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, clearances 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, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions; provided, however, that nothing in this Agreement shall be deemed to require Parent or the Company 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, clearances and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to the Company and its Subsidiaries, taken as a whole) on Parent or the Company (a “Materially Burdensome Condition”). In addition, the Company and Parent agree to cooperate and use their reasonable best efforts to prepare and file such petitions and filings, and to obtain such permits, consents, approvals, clearances and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of the Company and Parent following consummation of the Merger. (g) Subject to the proviso contained in Section 9.1(f), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each of the Company and Parent shall cooperate in all respects with the other and shall use their respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 9.1 shall limit a party’s right to terminate this Agreement pursuant to Section 12.1(b) or Section 12.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 9.1. (h) Each of the parties shall give prompt notice to the other parties of any Action commenced or, to such party’s actual knowledge, threatened against, relating to or involving such party or any of its Subsidiaries or other Persons directly or indirectly controlled by it or any director or manager of any of the foregoing, which relates to this Agreement, the Merger, or the other transactions contemplated by this Agreement. Each party shall give the other parties the opportunity to reasonably participate in the defense and settlement of any such Action and no such settlement shall be agreed to without each party’s prior written consent. (i) The Company shall, upon request, furnish all to Parent any information concerning CCT the Company, its Subsidiaries, directors, officers and the holders of CCT Common Stock stockholders as may be reasonably requested by FSIC necessary or advisable to be set forth in connection with any such action. (b) the Proxy Statement. Each of FSIC Parent and CCT shall cooperate with the other in the preparation of the Registration Statement and shall Company shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, 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 FSICParent, CCT the Company or any of their respective Consolidated Subsidiaries to the NYSE or 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. (cj) Subject to applicable LawEach of Parent, each of FSIC Merger Sub and CCT the Company 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 Regulatory Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioneddelayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication. (k) Each of Parent and the Company shall use its best efforts to receive the Specified Lender Consents on behalf of Parent as promptly as practicable after the date of the Agreement.

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 PFC constituting a part thereof and all related documents. PFC 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 PFC 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. PFC 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 PFC 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 PFC 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 PFC 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 PFC 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 PFC 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 PFC 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 PFC and/or FNB. (c) FNB agrees to advise PFC, 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 an 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. FNB agrees that it will file all appropriate applications or notices with each Regulatory Agency or Governmental Entity having jurisdiction over the transactions contemplated by this Agreement within 60 days following the date hereof. PFC 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 PFC 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, PFC 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 PFC and FNB following consummation of the Merger. (e) Each of FNB and PFC 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 PFC 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 Timetransactions contemplated by this Agreement (including, each party hereto shall promptly notify the other party (i) upon becoming aware of without limitation, any event or circumstance that is required pro forma financial information to be described included in an amendment to the Registration Statement on Form S-4). (f) Each of FNB and PFC shall promptly provide each other with any written communications received from any Regulatory Agency 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) PFC 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 PFC and FNB shall be permitted to respond to appropriate questions about the Merger from the press. PFC 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 Parent, Merger Sub and CCT the Company shall cooperate in preparing, and the Company shall, as promptly soon as practicable, but in no case later than five file (5after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) Business Days after preliminary proxy materials (including, without limitation, a Schedule 13E-3 filing, if required to be filed under the date of this AgreementExchange Act) relating to the Company Meeting (together with any amendments thereof or supplements thereto, jointly prepare and file the "Proxy Statement") with the SEC the Registration Statement. Each of FSIC and CCT shall use its commercially reasonable best efforts to have respond to any comments of the Registration SEC (after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement declared effective under to be mailed to the Securities Act Company's stockholders as promptly as practicable after responding to all such filing comments to the satisfaction of the SEC staff. The Company shall notify Parent and Merger Sub promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to keep the Registration Proxy Statement effective as long as necessary or for additional information and shall supply Parent and Merger Sub 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 consummate the MergersProxy Statement or the transactions contemplated hereby. CCT and FSIC shall use reasonable best efforts to The Company will cause the Joint Proxy Statement (other than portions relating to Parent or Merger Sub) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Company Meeting (including any requirement to amend or supplement the Proxy Statement/Prospectus ). Merger Sub and Parent shall cooperate with the Company in the preparation of the Proxy Statement. Parent and Merger Sub will cause those portions of the Proxy Statement relating to be promptly mailed or delivered Parent and Merger Sub to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain comply in all necessary state securities Law or “blue sky” permits and approvals required to carry out material respects with the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT applicable provisions of the Exchange Act and the holders rules and regulations thereunder applicable to the Proxy Statement. Without limiting the generality of CCT Common Stock the foregoing, each party shall furnish to the other such information relating to it and its affiliates and the transactions contemplated hereby and such further and supplemental information as may be reasonably requested by FSIC the other party and shall promptly notify the other party of any change in connection such information. Each of the Company, Parent and Merger Sub agrees, as to itself and its Subsidiaries, 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 will, at the date of mailing to stockholders and at the time of the Company Meeting, contain (i) 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 or (ii) any statement which, at the time and in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. If at any time prior to the Company Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such actionan amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and Merger Sub a reasonable opportunity to review and comment thereon. (b) Each Subject to Section 6.01(a) hereof and without limiting its rights under Section 8.01(h) hereof, the Company shall include in the Proxy Statement the recommendation of FSIC and CCT the Company's Board of Directors that the stockholders of the Company adopt this Agreement. (c) The parties hereto shall cooperate with the each other in the preparation and use their commercially 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 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 in connection to consummate the transactions contemplated hereby, and to comply fully with the Registration Statement terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities; provided that Parent and Merger Sub shall not be obligated to agree to any Burdensome Condition (as defined below). Parent, the Company and Merger Sub shall, to the extent practicable, consult each other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company, Merger Sub or any other filing or application made by or on behalf of FSICParent, CCT or as the case may be, and any of their respective Consolidated Subsidiaries to Subsidiaries, which appear 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 hereby. 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 hereby and 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 hereby. For purposes of this Agreement, "Burdensome Condition" means any conditions, restrictions or requirements which the Board of Directors of Parent reasonably determines would, individually or in the aggregate, (a) reduce the benefits of the Merger to such a degree that causes Parent would not have entered into this Agreement had such party conditions, restrictions or requirements been known at the date hereof or (b) have, or would reasonably be expected to believe that there is have, a reasonable likelihood that any Regulatory Approval will not be obtained or that material and adverse effect on the receipt of any such approval may be materially delayed or conditionedSurviving Corporation following the Effective Time.

Regulatory Matters. (a) FSIC Subject to the receipt of reasonable cooperation from Seller, Buyer shall promptly prepare and CCT shall as promptly as practicablefile with the SEC, but in no case later than forty-five (545) Business Days business days after the date of this Agreement, jointly prepare the Approval Document/Prospectus and file the Form S-4, in which the Approval Document/Prospectus will be included as a prospectus. The Approval Document/Prospectus shall also include a proposal for the 280G Vote, provided that, subject to the reasonable cooperation of Buyer, Seller shall be responsible for preparing the disclosures relating to the 280G Vote for inclusion in the Approval Document/Prospectus and delivering such disclosures to Buyer sufficiently in advance of the 45-day filing deadline to enable Buyer and its counsel a reasonable amount of time to review, and discuss with Seller and its counsel, such disclosures and to incorporate them into the SEC the Registration StatementApproval Document/Prospectus. Each of FSIC and CCT The parties shall use its their respective 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 Seller shall thereafter promptly mail or deliver 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 StatementApproval Document/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessits shareholders. FSIC Buyer 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 Seller shall use reasonable best efforts to promptly furnish all information concerning CCT Seller and the holders of CCT Common Seller Capital Stock as may be reasonably requested by FSIC in connection with any such action. If at any time (i) any event occurs with respect to any party or (ii) any change in the information relating to any of the parties, or their respective affiliates, officers or directors, supplied by a party for inclusion in the Approval Document/Prospectus or the Form S-4 should be discovered by a party, which event or changed information should be described or set forth in an amendment or supplement to any of the Form S-4 or the Approval Document/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, then the party which discovers such event or 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 event or information shall be promptly filed with the SEC and mailed, delivered or otherwise made available to the shareholders of Seller. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their respective reasonable best efforts to take, or cause to be taken, all actions reasonably necessary, proper or advisable to comply with all legal requirements applicable to the transactions contemplated hereby, including 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, waivers, 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 Merger and the Bank Merger) or to avoid any fee or penalty under any contract or agreement arising in connection with the transactions contemplated hereby, and to comply with the terms and conditions of all such permits, consents, waivers, 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 forty-five (45) business days after the date of this Agreement, Buyer and Seller 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, MCB or GDBF, in order to obtain the Requisite Regulatory Approvals. The parties hereto agree that they will consult with the other parties hereto with respect to the obtaining of all permits, waivers, consents, approvals and authorizations of all third parties, Governmental Entities and Regulatory Agencies necessary or advisable to consummate the transactions contemplated by this Agreement, consider in good faith the preparation views of the Registration Statement and shall furnish others in connection with any proposed written or material oral communication with any Governmental Entity or Regulatory Agency related to 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. Buyer and Seller agree to promptly furnish 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 Approval Document/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 FSICBuyer, CCT Buyer Bank, Seller or Seller Bank or any of their respective Consolidated Subsidiaries affiliates to any Governmental Entity or Regulatory Agency in connection with the Mergers transactions contemplated by this Agreement. Buyer and Seller shall have the right to review in advance, and, to the extent practicable, each will consult the other Transactions. Prior on, in each case subject to applicable laws relating to the Effective Timeexchange of information, all the information relating to Buyer or Seller, 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 party of the parties hereto shall act reasonably and as promptly notify 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, unless prohibited by such Governmental Entity or Regulatory Agency, give the other party (i) upon becoming aware 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 event applications, notices, petitions or circumstance filings, and all correspondence relating thereto, prior to filing, other than any portions of material filed in connection therewith that is required contain confidential supervisory information or other information filed under a claim of confidentiality and, in each case, subject to be described in an amendment applicable laws relating to the Registration Statement or exchange of information. Each party acknowledges and agrees that nothing in a supplement this Agreement, including this Section 6.1, Section 6.2 and Section 6.9, shall require any party to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of provide confidential supervisory information to any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementother party. (c) Subject to applicable LawIn furtherance and not in limitation of the foregoing, each of FSIC Buyer and CCT Seller 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 objection or 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 Buyer, Seller and their respective Subsidiaries and committing to any Governmental Entity or Regulatory Agency to maintain, and maintaining, capital levels and capital ratios at a level specified by such Governmental Entity or Regulatory Agency, and raising capital in connection therewith. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Buyer or Seller or their respective Subsidiaries to take, or agree to take, and Seller and its Subsidiaries shall not be permitted to take or agree to take, without Buyer’s written consent in its sole discretion, any actions specified in this Section 6.1(c) or agree to any condition or restriction in connection with obtaining any Required Regulatory Approval 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 Merger and the Bank Merger (including, for the avoidance of doubt, any determination by a Governmental Entity or Regulatory Agency that the Bank Merger may not be consummated as contemplated hereby immediately following the Effective Time) (a “Burdensome Condition”); provided, that if required by Buyer, Seller and Seller Bank shall take (or agree to take) any such action, or agree to any such condition or restriction, so long as such action or such agreement with respect to any condition or restriction is binding only in the event the Closing occurs. (d) Each of Buyer and Seller agrees, as to itself and its Subsidiaries, that (i) 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, is filed and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Approval Document/Prospectus 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 the Seller 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 Buyer and Seller further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Approval Document/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 Approval Document/Prospectus. (e) To the extent permitted by applicable law, Seller and Buyer 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 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 Maritime Bank (as to information to be included therein ▇▇▇▇▇▇▇ing to Maritime Bank) shall promptly cause to be prepared and filed with the SEC the Registration StatementStatement for the purpose of registering the Webster Common Stock to be issued in the Merger. Each of FSIC Webster and CCT shall Maritime ▇▇▇▇ ▇▇all use its their reasonable best efforts to have the h▇▇▇ ▇▇▇ 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 Maritime Bank is discovered which should be set forth in an amendment of, or a supplement to, the Registration Statement (including, without limitation, any change in the Fairness Opinion), Maritime Bank shall promptly inform Webster and shall furnish Webster with all necessary information relat▇▇▇ ▇▇ such event whereupo▇ ▇▇▇▇▇er shall promptly cause an appropriate amendment to the Registrat▇▇▇ ▇▇atement to be filed with the SEC. Upon the effectiveness of such amendment, Maritime Bank (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 Webster shall also use its reasonable best efforts to obtain all necessary state securities Law sta▇▇ ▇▇▇urities 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 Maritime Bank shall use reasonable best efforts to furnish all information concerning CCT Maritime Bank and the holders of CCT Maritime 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 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). Maritime Bank and Webster shall have the right to review in advance, and to the extent ▇▇▇▇▇▇cable 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 Maritime Bank or Webster and Webster Bank, as the case may be, which appears in any f▇▇▇▇▇ ▇ade w▇▇▇, ▇▇ 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) Maritime Bank shall, upon request, furnish Webster with all information reasonably requested concerning Maritime Bank and its ▇▇▇▇▇tors, 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 Webster or any of their respective Consolidated Subsidiaries Webster Bank to any Governmental Entity in connection with the Mergers and the ▇▇▇ ▇▇▇ger ▇▇ ▇▇▇ 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 Maritime Bank shall promptly advise the each other upon receiving rec▇▇▇▇▇▇ 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 Registration Statement and CCT Proxy Statement. Commerce shall as promptly soon as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly practicable prepare and file a registration statement on Form S-4 to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Commerce Common Stock to be issued in the Merger (the “Registration Statement”). Company, Commerce and Sub shall each provide promptly to the other such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement for the special shareholders' meeting of Company to be called for the purpose of considering and voting on the Merger (the “Proxy Statement”). Company, Commerce and Sub shall each cause their counsel and auditors to cooperate with the other's counsel and auditors in the preparation and filing of the Registration Statement and the Proxy Statement. Each of FSIC Commerce shall not include in the Registration Statement any information concerning Company to which Company shall reasonably and CCT timely object in writing. Commerce, Sub and Company 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 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 soon as may be reasonably requested by FSIC practicable and thereafter Company shall distribute the Proxy Statement to its shareholders in connection accordance with any applicable laws not fewer than 20 business days prior to the date on which this Agreement is to be submitted to its shareholders for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement to Company or shareholders, Company shall mail or otherwise furnish to its shareholders such action. (b) Each of FSIC and CCT shall cooperate with amendments or supplements to the other Proxy Statement materials as may, in the preparation reasonable opinion of Commerce, Sub, or Company, be necessary so that the Proxy Statement materials, as so amended or supplemented, will contain no untrue statement of any material fact and will not 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, or as may be necessary to comply with applicable law. Commerce and Sub shall not be required to maintain the effectiveness 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 delivery of the SEC with respect to Commerce Common Stock issued pursuant hereto for the Joint Proxy Statement/Prospectus or the Registration Statementpurpose of resale of Commerce Common Stock by any person. (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 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 Timberland shall promptly prepare and file with the SEC the Registration Form S-4, in which the Proxy Statement, which will be prepared jointly by Timberland and South Sound Bank, will be included. Each of FSIC Timberland and CCT South Sound Bank 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 South Sound Bank and Timberland 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 issue the Timberland Common Stock in connection with the Merger. CCT and FSIC Upon the Form S-4 being declared effective, South Sound Bank 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 Timberland 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 anyMerger, and CCT South Sound Bank shall use reasonable best efforts to furnish all information concerning CCT South Sound Bank and the holders of CCT South Sound Bank 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 South Sound Bank or Timberland, or any of their respective affiliates, directors or officers, should be discovered by South Sound Bank or Timberland 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 South Sound Bank's shareholders. (b) Each In addition to their obligations pursuant to Section 6.1(a), South Sound Bank and Timberland shall make all necessary filings with respect to the Merger and the issuance of FSIC Timberland Common Stock in connection therewith under the Securities Act, the Exchange Act and CCT applicable foreign or state securities or "Blue Sky" laws and regulations promulgated thereunder and provide each other with copies of any such filings. Timberland and South Sound Bank 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 Timberland 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 South Sound Bank and Timberland, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, Timberland, Timberland Bank and South Sound Bank shall 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 each other party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger, including (i) the satisfaction of the conditions precedent to the obligations of South Sound Bank (in the case of Timberland and Timberland Bank ) or Timberland and Timberland Bank (in the case of South Sound Bank) 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 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 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, 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 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, Timberland and Timberland Bank shall use commercially reasonable best efforts to file any required applications, notices or other filings with the DFI and FDIC within forty-five (45) days after the date hereof. South Sound Bank, on the one hand, and Timberland and Timberland Bank, on the other hand, shall have the right 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 confidentiality of information, all the information relating to South Sound Bank or Timberland and Timberland Bank, as the case may be, 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 Merger. In exercising the foregoing right, each of the Registration Statement 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 Merger and each party will keep the other apprised of the status of matters relating to completion of the Merger. (d) Each of Timberland and Timberland Bank, on the one hand, and South Sound Bank, on the other hand, shall, upon request, furnish to the other all information reasonably requested concerning itself, its affiliates, 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 FSICTimberland, CCT Timberland Bank or any of their respective Consolidated Subsidiaries South Sound Bank to any Regulatory Agency or other 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 StatementMerger. (ce) Subject to applicable Law, each Each of FSIC Timberland Bank and CCT South Sound Bank 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, Merger 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 7.1(e)).

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-F▇▇▇▇▇ 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-F▇▇▇▇▇ 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-F▇▇▇▇▇ 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 S▇▇▇▇▇▇ Act, the C▇▇▇▇▇▇ 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. MN shall own, control and retain primary legal responsibility for, and shall be responsible for funding, the preparation, filing and prosecution of all filings and regulatory applications required to obtain Regulatory Approval of Product in the ** CERTAIN INFORMATION (aINDICATED BY ASTERISKS) FSIC and CCT HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. MN Territory in the Field. MN may subcontract portions of the Program; provided, however, that such subcontracted Third Party 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 be subject to an agreement with MN consistent with the SEC the Registration Statementconfidentiality obligations in accordance with Article 7 below. Each MPC shall transfer free of FSIC and CCT shall use its reasonable best efforts charge to have the Registration Statement declared effective under the Securities Act MN as promptly soon as practicable after such the Effective Date any IND or other regulatory filings or approvals in the MN Territory relating to Compound or Product owned or Controlled by MPC and MPC shall allow MN or its designees free of charge the right to cross reference any IND, MAA or other regulatory filing in the MPC Territory or drug master file if owned or Controlled by MPC and relating to keep the Registration Statement effective as long as necessary to consummate the MergersCompound or Product. CCT and FSIC Upon MN’s reasonable request, MPC shall use commercially 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 consult 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 MN in obtaining Regulatory Approval of Product in the preparation of the Registration Statement and MN Territory. MN shall furnish pay 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 MPC (i) upon becoming aware of any event or circumstance that is required the actual cost incurred to be described in an amendment MPC by such consultation and cooperation, including but not limited to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus travel expense and (ii) after reasonable absence fee for MPC’s person dispatched to be separately agreed upon between the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration StatementParties. (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 NCC shall prepare the S-4 Registration Statement as promptly as practicable, but in no case later than five (5) Business Days reasonably practicable after the date hereof. Assuming that RBF promptly furnishes all information concerning the RBF Companies needed for preparation of this Agreementthe S-4 Registration Statement, jointly prepare and NCC shall use commercially reasonable efforts to file the S-4 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 S-4 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 S-4 Registration Statement has been declared effective as long as necessary to consummate by the Mergers. CCT and FSIC SEC, RBF shall use reasonable best efforts to cause mail the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective its stockholders upon such effectivenesssimultaneously with delivery of notice of the RBF Stockholders’ Meeting. FSIC NCC shall also use its commercially reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if anytransaction provided for in this Agreement, and CCT RBF shall use reasonable best efforts to furnish all information concerning CCT RBF and the holders of CCT RBF 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 which should be set forth in an amendment of, or a supplement to, the Proxy Statement/Prospectus, RBF will promptly inform NCC and cooperate and assist NCC in preparing such amendment or supplement and mailing the same to the stockholders of RBF. Subject to Section 10.1(k) of this Agreement, the RBF Board shall recommend that the holders of RBF 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 either, as applicable: (i) cause the shares of NCC Common Stock issuable to holders of RFB Common Stock upon consummation of the Merger to be approved for listing on Nasdaq on or prior to the Closing Date or (ii) notify Nasdaq of the issuance of the shares of NCC Common Stock in the Merger within the requisite time period after 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 which are necessary or advisable to consummate the transactions provided for in this Agreement. NCC and RBF 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 RBF, 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 furnish 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 RBF shall, upon request, furnish each other with 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 FSICNCC, CCT RBF or any of their Subsidiaries to any Regulatory Authority in connection with the Merger or any other transactions provided for in this Agreement. (d) NCC and RBF shall promptly furnish each other with copies of all applications, notices, petitions and filings with all Regulatory Authorities, and all written communications received by NCC or RBF, 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 RBF and its officers, directors and employees from and against any and all actions, causes of action, losses, damages, expenses or Liabilities to which RBF or any Governmental Entity director, officer, employee or controlling person thereof may become subject under applicable Laws (including the 1933 Act and the ▇▇▇▇ ▇▇▇) and rules and regulations thereunder and will reimburse RBF 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 therein 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) RBF 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 ▇▇▇▇ ▇▇▇) 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 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 RBF Company.

Regulatory Matters. (a) FSIC Justice, New Holdco and CCT the Company shall as promptly as practicable, but in no case later than five (5) Business Days practicable after the date of this Agreementhereof prepare, jointly prepare and New Holdco shall (and Justice shall cause New Holdco to) promptly file with the SEC the Registration StatementStatement which shall comply as to form, in all material respects, with the applicable provisions of the Exchange Act and the Securities Act and which Registration Statement shall be in form and substance reasonably satisfactory to Justice, New Holdco and the Company prior to filing. Each of FSIC Justice, New Holdco and CCT the Company shall use its their reasonable best efforts to have the Registration Statement declared effective under the Exchange Act or Securities Act Act, as applicable, as promptly as practicable after such filing and to keep the Registration Statement effective as for so long as necessary to consummate complete the MergersMerger (including by preparing and filing such amendments and supplements to such Registration Statement and the prospectus included therein as may be necessary to comply with the Exchange Act or Securities Act, as applicable). CCT No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to, the Registration Statement will be made by any of Justice, New Holdco or the Company without providing the other parties a reasonable opportunity to review and FSIC comment thereon and without the consent of the other parties, which will not be unreasonably withheld, conditioned or delayed; provided, however, that the foregoing shall not apply to any filings with the SEC deemed to supplement the Registration Statement or any document which forms a part thereof through its incorporation by reference therein. Justice, New Holdco and the Company 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 and the Ancillary Agreements. No amendment or supplement to the Registration Statement shall be made without the approval of Justice, if anyNew Holdco and the Company (such approval not to be unreasonably withheld or delayed). Justice and New Holdco, on the one hand, and CCT shall use reasonable best efforts the Company, on the other, each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of any request by the SEC for amendments of or supplements to furnish all information concerning CCT the Registration Statement or comments thereon and responses thereto or requests by the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionSEC for additional information. (b) Each If, at any time prior to the Merger Effective Time, any event or circumstance relating to Justice, New Holdco or the Company, or any of FSIC their respective Representatives or Affiliates, should be discovered by Justice, New Holdco or the Company, as the case may be, which in the reasonable judgment of the Party which discovers such information should be set forth in an amendment of, or a supplement to, the Registration Statement, so that the Registration Statement 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 inform the other parties hereto, and CCT Justice, New Holdco and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment of or supplement to the Registration Statement. (c) The parties hereto shall cooperate with each other and use their reasonable best efforts to take or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement and the Ancillary Agreements, including preparing and filing all necessary documentation, effecting all applications, notices, petitions and filings, obtaining as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities, and complying with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Each party hereto agrees to file as soon as practicable a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and, to the extent applicable, make any filings or notifications with respect to such other approvals or waiting periods as may be required under Foreign Merger Control Laws. Subject to Section 11.1, any HSR Act filing fees or other expenses and costs incurred in connection with the parties’ obligations under this Section 7.6(c) shall be paid one half by Justice and one half by the Company. Each party shall (i) respond as promptly as practicable to any inquiries received from the FTC or the Antitrust Division for additional information or documentation and to all inquiries and requests received from any state attorney general or other Governmental Entity in connection with antitrust matters, and (ii) not extend any waiting period under the HSR Act or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement or the Ancillary Agreements, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Justice shall use its reasonable best efforts to avoid, eliminate, or resolve any impediment or objection under any antitrust, competition, or trade regulation law that may be asserted by the FTC, the Antitrust Division, any state attorney general or any other Governmental Entity or other Persons with respect to the transactions contemplated by this Agreement and the Ancillary Agreements so as to enable the consummation thereof as promptly as reasonably practicable and shall defend through litigation on the merits any claim asserted in any court by any party, including appeals. Each party shall (i) promptly notify the preparation other party of any material communication to that party from the FTC, the Antitrust Division, any state attorney general or any other Governmental Entity and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the Registration Statement foregoing; (ii) to the extent practicable not agree to participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated by this Agreement and the Ancillary Agreements unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party the opportunity to attend and participate thereat; and (iii) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their Affiliates and their respective Representatives, on the one hand, and any Governmental Entity or members of their respective staffs, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement and the Ancillary Agreements. (d) Each of Justice, New Holdco and the Company shall furnish to the each other with all information reasonably requested concerning itself, its Affiliates, its Representatives and shareholders and interest holders, 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 FSICJustice, CCT New Holdco or the Company or any of their respective Consolidated Subsidiaries Affiliates to any Governmental Entity in connection with the Mergers transactions contemplated by this Agreement and the Ancillary Agreements, and each of Justice, New Holdco and the Company shall provide such other Transactions. Prior to the Effective Time, each party hereto shall promptly notify assistance as may be reasonably requested by the other party (i) upon becoming aware in connection with the preparation, filing and distribution of any event such statement, filing, notice 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 Statementapplication. (ce) Subject to applicable LawJustice, each of FSIC New Holdco and CCT the Company shall promptly advise the each other upon their or any of their Subsidiaries 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 and the Ancillary Agreements that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval approval of such Governmental Entity will not be obtained or that the receipt of any such approval may will be materially delayed delayed. (f) Justice, New Holdco and the Company shall (i) promptly inform the other of any communication to or conditionedfrom any Governmental Entity regarding the transactions contemplated hereby, (ii) give the other prompt notice of the commencement of any Action by or before any Governmental Entity with respect to the transactions contemplated hereby and (iii) keep the other reasonably informed as to the status of any such Action.

Regulatory Matters. Through the Closing Date: (a) FSIC HBI 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 PBI shall cooperate with the other one another in the preparation of the Registration Statement (including the Prospectus/Proxy Statement) and all Applications, which shall be prepared by HBI and HBI’s counsel, and the making of all filings for, and shall use their reasonable best efforts to obtain, as promptly as practicable, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the Contemplated Transactions. HBI and PBI shall each give the other reasonable time to review any Application to be filed by it prior to the filing of such Application with the relevant Regulatory Authority, and each shall consult the other with respect to the substance and status of such filings. (b) PBI and HBI shall each promptly furnish the other with copies of written communications to, or received by them from, any Regulatory Authority with respect to the Contemplated Transactions to the extent permitted by Law. (c) PBI and HBI shall cooperate with each other in the 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, the information shall be accurate and complete in all material respects. In connection therewith, PBI and HBI shall use their commercially reasonable good faith efforts to provide each other certificates, “comfort” letters and other documents reasonably requested by the other Transactions. Prior to the Effective Time, each extent such disclosure is permitted by Law. Each party hereto shall promptly notify have the right to review and approve in advance (such approval not to be unreasonably withheld, conditioned or delayed) all characterizations of the information relating to such party and any of its subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Regulatory Authority. In addition, HBI and PBI shall each furnish to the other party (i) upon becoming aware for review a copy of any event or circumstance that is required to be described each such filing made in an amendment to connection with 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 this Agreement 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 conditionedAuthority prior to its filing.

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 and CCT shall as As promptly as practicablereasonably practicable following the date hereof, but in no case not later than forty-five (545) Business Days after days thereafter, WAL and Bridge shall cooperate in preparing and each shall cause to be filed with the date of this Agreement, jointly SEC mutually acceptable Proxy Materials which shall constitute the proxy statement-prospectus relating to the matters submitted to the Bridge shareholders 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 Bridge 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 Bridge 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 Bridge to cause the Joint Proxy Statement/Prospectus Materials to be mailed to Bridge 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 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 Bridge, or any of their respective stockholders affiliates, officers or directors, should be discovered by WAL or Bridge, 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 shareholders of Bridge. (b) The information regarding Bridge and its Subsidiaries to be supplied by Bridge 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, Bridge shall receive a written opinion from Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to Bridge, 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, Bridge 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 ▇▇▇▇▇ 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 Bridge, 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 Bridge 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 reasonable best 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 Bridge Common Stock. (f) WAL and CCT Bridge 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. Any initial filing with the Governmental Entities shall be made by WAL as soon as reasonably practicable after the execution hereof, but, provided that Bridge has cooperated as described herein, in no event later than forty-five (45) days after the date hereof for the Bank Merger Application required by the FRB. WAL and Bridge shall cooperate with each other to effect the foregoing. Bridge 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 Bridge 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. 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 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 Bridge 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) The Board of Directors of Bridge 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 Bridge of Bridge Common Stock, options to acquire Bridge Stock, Bridge Restricted Stock or Bridge Restricted Stock Units or other equity securities of Bridge 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 The Company shall promptly prepare and CCT shall as promptly as practicablefile with the SEC, but in no case later than forty-five (545) Business Days days after the date of this Agreement, jointly prepare the Proxy Statement, and file Parent 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) business 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 with Parent 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 (A) consider Parent’s comments in good faith, (B) 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 (C) 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 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 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, Parent 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 GB is required to execute an application under the Bank Merger Act, Parent shall, and shall cause its 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), Parent and the Company shall use, and shall cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly mailed as reasonably practicable. Parent 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, Parent and the Company shall use its reasonable best efforts to obtain all necessary state securities Law 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; provided that Parent shall not 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 Commissioner or the SEC. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent 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 Parent and approvals required its Subsidiaries, taken as a whole after giving effect to carry out the Transactionstransactions contemplated hereby (but measured on a scale relative to the Company and its Subsidiaries, if anytaken as a whole as of the date hereof), (ii) cause Parent to lose, suffer any material diminution in or have otherwise materially and 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 SFCSB, GB and their respective Subsidiaries) to either (A) divest, restrict or be subject to any limit on any lawful business or activity (other than, in the case of this clause (iii), either (I) the closure of offices, or similar requirements, resulting from competition issues or (II) regulatory conditions that would be de minimis) or (B) 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 CCT shall use reasonable best efforts to (iii), a “Materially Burdensome Regulatory Condition”). (d) Parent and the 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 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 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 Parent and CCT the Company shall promptly advise the each other upon receiving any communication from any Governmental Entity, Entity pertaining to the Merger 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 FDIC, OCC, the Federal Reserve Board, the Commissioner, the Massachusetts BBI, MHPF, DIF and the New Hampshire Banking Department.