Common use of Taking of Necessary Action Clause in Contracts

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party of the parties hereto agrees to shall use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Registration Rights Agreement, the Contingent Value Right Agreement Partnership and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company Purchaser shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall each use its commercially reasonable efforts to respond to any comments make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyerparties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents. The Partnership shall promptly inform and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by the Purchaser or its auditors relating to the actual holdings of the Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s xxxxxxx xxxxxxx policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with the Purchaser to ensure that the Purchased Units are validly and effectively issued to the Purchaser and that the Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its commercially reasonable 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 of such occurrence parties in doing, all things necessary, proper or advisable to consummate the Acquisition and cooperate in filing with other transactions contemplated by the SEC or its staff or any other government officialsContribution Agreement, and/or mailing to stockholders of including entering into the Company, such amendment or supplementRevolving Credit Facility Amendment. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company Partnership shall use its commercially reasonable best efforts to obtain take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the consents set forth other parties in each of Schedules 3.4(d)-Adoing, 3.4(d)-B and 3.4(d)-C.all things necessary, proper or advisable to consummate the transactions contemplated by the PIPE Purchase Agreement.

Taking of Necessary Action. (a) Each party hereto agrees Niagara Bancorp and CNYF shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither CNYF nor any CNYF Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Bancorp, and promptly (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to do or cause the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Bancorp or advisable CNYF from exercising its rights under applicable laws this Agreement or the Option Agreement. (b) CNYF shall prepare, subject to the review and regulations consent of Niagara Bancorp with respect to consummate matters relating to Niagara Bancorp and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 a Proxy Statement to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") filed by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled CNYF with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at shareholders of CNYF in connection with the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare meeting of its shareholders and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings")which Proxy Statement shall conform to all applicable legal requirements. The Company and Buyer will notify parties shall cooperate with each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements preparation of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementStatement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to Both Sellers and Buyer will cooperate and use its their respective commercially reasonable best efforts promptly to take or cause prepare all documentation, to be taken effect all action filings and promptly to do or cause to be done obtain all things necessarypermits, proper or advisable under applicable laws consents, approvals and regulations authorizations of all third parties and Governmental Authorities necessary to consummate and make effective the transactions contemplated by this Agreement. Each of Sellers and Buyer will have the right to review in advance, and to the Registration Rights extent practicable each will consult with the other with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the 50 transactions contemplated by this Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, in each case subject to applicable laws relating to the terms exchange of information. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and conditions hereof as promptly as practicable. Each of Buyer and thereof, including Sellers commits to submit all actions and things necessary required applications or notices to cause all conditions precedent set forth in Article 7 to be satisfiedthe appropriate Governmental Authorities within 15 Business Days of the date of this Agreement. Each party acknowledges hereto agrees that it will consult with the Company's stockholders' meeting at which other party hereto with respect to the stockholders will vote onobtaining of all material permits, among other thingsconsents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated hereby is anticipated by this Agreement and each party will keep the other party appraised of the status of material matters relating to occur on May 12completion of the transactions contemplated hereby. To the extent necessary, 1998Buyer and Sellers shall cause their respective Affiliates to take any action necessary in connection with the foregoing. (b) As promptly Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled reasonably necessary or advisable in connection with the SEC and as it may be mailed to the Company's stockholdersany filing, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments notice or application made by or on behalf of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any such other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them party or any of their respective representatives, on the one hand, and the SEC its Subsidiaries to any third party or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementGovernmental Authority. (c) The Company Each party shall call designate a meeting person to act as that party's representative for purposes of its stockholders coordinating with the other party in connection with activities and conduct necessary or appropriate to be held as promptly as practicable effect the closing of the transaction contemplated by this Agreement, the transition the Business from the Selling Companies to Buyer, to prepare for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting performance of the stockholders, Ancillary Agreements and to communicate concerning Buyer's rights under the meeting of Solicitation Rights Agreement. The Sellers initially designate Simon Moore as the stockholders representatixx xx xxxx xf them. Buyer initially designates Melba Bartels as its representativx. Xxx xxxxesentatives shall be postponed meet or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesotherwise communicate with each other on a regular basis. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees Alliance Bancorp and SWB shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither SWB nor any SWB Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Alliance Bancorp, and promptly (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to do or cause the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement and the Plan of Merger; provided that nothing herein contained shall preclude Alliance Bancorp or advisable SWB from exercising its rights under applicable laws this Agreement or the Option Agreement. (b) Alliance Bancorp shall prepare, subject to the review and regulations consent of SWB with respect to consummate matters relating to SWB and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 a Prospectus/Proxy Statement on Form S-4 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") filed by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled Alliance Bancorp with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at shareholders of SWB and Alliance Bancorp in connection with the earliest meetings of their respective shareholders and transactions contemplated hereby, which Prospectus/Proxy statement shall conform to all applicable legal requirements. The parties shall cooperate with each other with respect to the preparation of the Prospectus/Proxy Statement. Alliance Bancorp shall, as promptly as practicable time. As following the preparation thereof, file the Registration Statement with the SEC and SWB and Alliance Bancorp shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the date hereofsuch filing. Alliance Bancorp will advise SWB, the Company shall prepare and file any other filings required promptly after Alliance Bancorp receives notice thereof, of the Company or its Subsidiaries under time when the Exchange Act, the Securities Act Registration Statement has become effective or any other federalsupplement or amendment has been filed, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt issuance of any comments from stop order or the SEC suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or its staff and the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or its staff or any other government officials for amendments or supplements to supplement of the Proxy Registration Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filinginformation. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company Alliance Bancorp shall use its commercially reasonable best efforts to obtain obtain, prior to the consents set forth in each effective date of Schedules 3.4(d)-Athe Registration Statement, 3.4(d)-B all necessary state securities laws or "Blue Sky" permits and 3.4(d)-C.approvals required to carry out the transactions contemplated by this Agreement. Alliance Bancorp will provide SWB with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as SWB may reasonably request.

Taking of Necessary Action. (a) Each party of the parties hereto agrees to shall use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Registration Rights Agreement, the Contingent Value Right Agreement Partnership and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company each Purchaser shall use its commercially reasonable efforts to respond to any comments make all filings and obtain all Consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyerparties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents; provided, however, and notwithstanding anything to the contrary, that no Purchaser is under any obligation by reason of this Section 5.1 to make, seek or receive any filings, notifications, consents, determinations, authorizations, permits, approvals, licenses or the like with or provide any documentation or information to any regulatory or self-regulatory body having jurisdiction over the Partnership or Purchaser other than information that is already included in this Agreement or is otherwise in the public domain other than as may be requested by the Commission or pursuant to any applicable securities or “Blue Sky” laws of the United States. The Partnership shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officialsaccurately respond, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by a Purchaser or its auditors relating to the consents set forth actual holdings of such Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s xxxxxxx xxxxxxx policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with each Purchaser to ensure that the Purchased Units are validly and effectively issued to such Purchaser and that such Purchaser’s ownership of Schedules 3.4(d)-A, 3.4(d)-B the Purchased Units following the Closing is accurately reflected on the appropriate books and 3.4(d)-C.records of the Partnership’s transfer agent.

Taking of Necessary Action. (a) Each party 5.3.1 Subject to the terms and conditions of this Agreement, each of the parties hereto agrees agrees, subject to applicable laws and the fiduciary duties of Tehama's or Humboldt's Boards of Directors, as advised in writing by their respective counsel, to use its commercially all reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Merger Agreement, subject including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the terms foregoing, Humboldt and conditions hereof Tehama will use their reasonable efforts to obtain all consents of third parties and thereofGovernment Entities necessary or, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which reasonable opinion of Humboldt or Tehama advisable for the stockholders will vote on, among other things, consummation of the transactions contemplated hereby is anticipated by this Agreement. Without limiting the foregoing, Humboldt shall take all actions necessary to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare execute and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, Merger Agreement and to cause the Proxy Statement effect all transactions contemplated by this Agreement and Tehama shall take all actions necessary to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to effect all transactions contemplated by this Agreement and the transactions contemplated hereby, and state takeover laws (Merger Agreement. In case at any time after the "Other Filings"). The Company and Buyer will notify each other promptly Effective Time any further action is necessary or desirable to carry out the purposes of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other FilingAgreement, the Company Merger Agreement, or Buyerto vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of Tehama, the proper officers or directors of Humboldt or Tehama, as the case may be, shall promptly inform take all such necessary action. Notwithstanding the other party of such occurrence and cooperate foregoing, nothing in filing with this Agreement shall be construed to require Tehama to take any action (or omit to take any action) which may affect the SEC Conversion Rate, except as may be specifically provided for or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to required by this Agreement. (c) 5.3.2 The Company obligations of Tehama or Humboldt contained in Section 6.2.5 of this Agreement shall call a meeting of its stockholders continue to be held in full force and effect despite any Default thereof by reason of receipt of a Tehama Superior Proposal or Humboldt Superior Proposal, as promptly applicable (defined below) and any Default thereof by the defaulting party shall entitle either Tehama or Humboldt to such legal or equitable remedies as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; may be provided in this Agreement or by law notwithstanding that should a quorum not be obtained at such meeting any action or inaction of the stockholders, the meeting Board of Directors or officers of the stockholders defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by Humboldt or Tehama and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither Humboldt, Tehama or their respective directors or officers shall be postponed have any obligations or adjourned in order to permit additional time for soliciting liabilities of any kind under this Agreement by reason of any such Default, and obtaining additional proxies Humboldt or votesTehama shall have no further obligations of any kind under this Agreement. (d) The Company 5.3.3 Tehama shall use its commercially reasonable best efforts to obtain cause each director, executive officer and other Person who is an "Affiliate" of Tehama (for purposes of Rule 145 under the consents set forth Securities Act) to deliver to Humboldt, on the date of this Agreement, a written agreement in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements").

Taking of Necessary Action. (a) Each party hereto agrees Baltimore County Bank, BCSB, WHG and Heritage Bank shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (A) obtaining the Registration Rights Agreementconsent or approval of each individual, the Contingent Value Right Agreement and the Stockholders Agreementpartnership, subject to the terms and conditions hereof and thereofcorporation, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among association or other things, business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby is anticipated (including assignment of leases without any change in terms), provided that neither WHG nor any WHG Subsidiary shall agree to occur on May 12make any payments or modifications to agreements in connection therewith without the prior written consent of Baltimore County Bank, 1998and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement, except for the exercise of its rights under this Agreement. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12WHG shall prepare, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed subject to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SECreview, and consent of BCSB with respect to cause the matters relating to Baltimore County Bank and BCSB, a Proxy Statement to be mailed to the Company's shareholders of WHG in connection with the meetings of its shareholders and transactions contemplated hereby, which Proxy statement shall conform to all applicable legal requirements. The parties shall cooperate with each other with respect to the preparation of the Proxy Statement. WHG shall, as promptly as practicable following the preparation thereof, file the Proxy Statement with the SEC, and WHG shall use all reasonable efforts to have the Proxy Statement mailed to stockholders at the earliest practicable time. As as promptly as practicable after the date hereof, the Company shall prepare and file any other filings required such filing. WHG will promptly advise BCSB of the Company time when the Proxy Statement has been filed and mailed, or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementinformation. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees PSB and JADE shall each use its best efforts in good faith, and PSB and JADE shall each cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement, and (ii) take or cause to be taken all action and promptly necessary or desirable on its part using its best efforts so as to do permit completion of the Merger including, without limitation, (A) obtaining the consent or cause to be done all things necessaryapproval of each individual, proper partnership, corporation, association or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby is anticipated (including assignment of leases without any change in terms), provided that neither JADE nor PSB or its Subsidiaries shall agree to occur on May 12make any payments or modifications to agreements in connection therewith without the prior written consent of the other party, 1998and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude PSB or JADE from exercising its rights under this Agreement. (b) As promptly as practicable after JADE and PSB shall jointly prepare the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Registration Statement to be mailed to Jade shareholders in connection with the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare meeting of its shareholders and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (to be filed by PSB with the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy SEC, which Registration Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply conform in all material respects with to all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementlegal requirements. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees Sovereign and Bankers shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither Bankers nor any Bankers Subsidiary shall agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Sovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or Bankers or from exercising its rights under this Agreement or the Option Agreement. (b) Bankers and Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and to be filed by Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy statement shall conform to all things necessaryapplicable legal requirements. Sovereign shall, proper as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and Bankers and Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Sovereign will advise Bankers, promptly after Sovereign receives notice thereof, of the time when the Registration Statement has become effective or advisable under applicable any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Sovereign shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and regulations approvals required to consummate and make effective carry out the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders Sovereign will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly provide Bankers with as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with many copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy such Registration Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall amendments thereto promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesfiling thereof as Bankers may reasonably request. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreementhereby, subject to the terms and conditions hereof and thereofhereof, including (i) all actions and things necessary to cause all conditions precedent to its obligations set forth in Article 7 ARTICLE 6 to be satisfied, (ii) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "REQUIRED APPROVALS") and (iii) taking all reasonable steps as may be necessary to obtain all such Required Approvals. Each party acknowledges that In furtherance and not in limitation of the foregoing, each of the Company's stockholders' meeting at which , Parent and Merger Sub agrees that if required they shall to the stockholders will vote onextent necessary (i) make, among other thingsas promptly as practicable, (A) if required, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby is anticipated and (B) all other necessary filings with other governmental entities relating to occur on May 12the Merger and the other transactions contemplated by this Agreement, 1998and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such governmental entities or third parties and to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of Required Approvals under such other laws or from such governmental entities as soon as practicable and (ii) not to extend any waiting period under the HSR Act into any agreement with the FTC or the DOJ not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto (which consent shall not be unreasonably withheld or delayed). Each of the Company, Parent and Merger Sub shall, in connection with the efforts referenced in this Section 5.1 to obtain all Required Approvals, use its reasonable commercial 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 law, permit the other party to review in advance any proposed written communication between it and any governmental entity or any third party with respect to obtaining the Required Approvals, (iii) promptly inform each other of (and, at the other party's reasonable request, supply to such other party) any communication (or other correspondence or memoranda) received by such party from, or given by such party to, the DOJ, the FTC or any other governmental entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (iv) consult with each other in advance to the extent practicable of any meeting or conference with the DOJ, the FTC 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 DOJ, the FTC or such other applicable governmental entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders shareholders of the Company will be asked to approve, among other thingsapprove the Merger (together with all amendments and supplements thereto, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer"PROXY STATEMENT"). The Company shall use its reasonable best efforts to respond to any comments or other communication of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders shareholders of the Company at the earliest practicable time. As promptly as practicable after The Company will notify the date hereofMerger Sub and Parent (together, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the " ACQUIRING ENTITIES"Other Filings"). The Company and Buyer will notify each other ) promptly of the receipt of any comments or other communication from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other the Acquiring Entities with copies of all written correspondence and advise the Acquiring Entities of all oral communication between each of them it or any of their respective its representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement Statement, in the case of correspondence to or any Other Filingcommunications with the SEC, sufficiently in advance of such correspondence or communication to provide the Acquiring Entities with the reasonable opportunity to review and comment on such correspondence and communication. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other FilingStatement, the Company or BuyerAcquiring Entities, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders shareholders of the Company, Company such amendment or supplementsupplement in each case as reasonably in advance of such filing to provide the Acquiring Entities with the reasonable opportunity to review and comment on such filing. Subject to the provisions of clause (c) below and Section 5.45.4 hereof, the Proxy Statement shall include the recommendation of the Company Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementRecommendation. (c) The Company shall call duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders shareholders (the "COMPANY STOCKHOLDER MEETING") to be held as promptly as practicable for the purpose of voting upon obtaining the transactions (including Company Stockholder Approval and, subject to Section 5.4, shall take all lawful action to solicit the issuance Company Stockholder Approval. The Board of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting Trustees of the stockholdersCompany shall not (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to the meeting Parent or Merger Sub the Company Board Recommendation or (ii) take any action or make any statement in connection with the Company Stockholders Meeting inconsistent with such recommendation (each of (i) and (ii) collectively, a "CHANGE IN THE COMPANY BOARD RECOMMENDATION"); PROVIDED, HOWEVER, that the Board of Trustees of the stockholders Company may make a Change in the Company Board Recommendation pursuant to Section 5.4 hereof. Notwithstanding any Change in the Company Board Recommendation, this Agreement shall be postponed or adjourned submitted to the stockholders of the Company at the Company Stockholder Meeting for the purpose of considering this Agreement and the Merger and, prior to the termination of this Agreement in order accordance with Section 7.1, nothing contained herein shall be deemed to permit additional time for soliciting and obtaining additional proxies or votesrelieve the Company of such obligation. (d) Parent shall vote, or cause to be voted, all of the Shares then owned by it, Merger Sub or any of its other Subsidiaries in favor of the approval and adoption of the Merger and this Agreement at the Company Stockholder Meeting. (e) The Company shall use its commercially reasonable best efforts to obtain Acquiring Entities shall, as promptly as practicable following the consents set forth in each date of Schedules 3.4(d)-Athis Agreement, 3.4(d)-B prepare and 3.4(d)-C.file with SEC a registration statement on Form S-4 (the "FORM S-4

Taking of Necessary Action. (a) Each party of the parties hereto agrees to shall use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Registration Rights Agreement, the Contingent Value Right Agreement Partnership and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company each Purchaser shall use its commercially reasonable efforts to respond to any comments make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyerparties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents. The Partnership shall promptly inform and accurately respond, and shall use its commercially reasonable efforts to cause its transfer agent to respond, to reasonable requests for information (which is otherwise not publicly available) made by a Purchaser or its auditors relating to the actual holdings of such Purchaser or its accounts; provided, that the Partnership shall not be obligated to provide any such information that could reasonably result in a violation of applicable Law or conflict with the Partnership’s xxxxxxx xxxxxxx policy or a confidentiality obligation of the Partnership. The Partnership shall use its commercially reasonable efforts to cause its transfer agent to reasonably cooperate with each Purchaser to ensure that the Purchased Units are validly and effectively issued to such Purchaser and that such Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent. The Partnership shall use its commercially reasonable 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 of such occurrence parties in doing, all things necessary, proper or advisable to consummate the Acquisition and cooperate in filing with other transactions contemplated by the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementContribution Agreement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company Partnership shall use its commercially reasonable best efforts to obtain take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the consents set forth other parties in each of Schedules 3.4(d)-Adoing, 3.4(d)-B and 3.4(d)-C.all things necessary, proper or advisable to consummate the transactions contemplated by the ETE Purchase Agreement.

Taking of Necessary Action. (a) Each party hereto agrees Sound Federal Bancorp and PFC shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (A) obtaining the Registration Rights Agreementconsent or approval of each individual, the Contingent Value Right Agreement and the Stockholders Agreementpartnership, subject to the terms and conditions hereof and thereofcorporation, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among association or other things, business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby is anticipated (including assignment of leases without any change in terms), provided that neither PFC nor any PFC Subsidiary shall agree to occur on May 12make any payments or modifications to agreements in connection therewith without the prior written consent of Sound Federal Bancorp, 1998and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Sound Federal Bancorp or PFC from exercising its rights under this Agreement or the Option Agreement. (b) As promptly as practicable after PFC shall prepare, subject to the date hereof (it being understood that the relevant stockholders' meeting is anticipated review, and consent of Sound Federal Bancorp with respect to occur on May 12matters relating to Sound Federal Bancorp, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially to be filed with the SEC, as it may be amended and refiled by PFC with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at shareholders of PFC in connection with the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare meetings of its shareholders and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements which Proxy statement shall conform to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.legal

Taking of Necessary Action. (a) Each party of the parties hereto agrees to use its commercially reasonable best efforts promptly effort to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, . Without limiting the Registration Rights foregoing or any other provision of this Agreement, to the Contingent Value Right Agreement extent that any of the Purchased Assets are owned or leased by an Affiliate of Seller, Seller shall cause its Affiliates to take all commercially reasonable action and promptly do or cause to be done all commercially reasonable things necessary, proper or advisable to transfer the Stockholders Agreement, asset or leasehold interest to Purchaser upon the terms and subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998of this Agreement. (b) As promptly Purchaser shall (i) as soon as practicable after the date hereof (Effective Date, make such filings with respect to Regulatory Authorizations, Licenses and Permits as may be required or advisable to be filed by it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file in connection with the SEC a preliminary proxy statement transactions contemplated hereby and (the "Proxy Statement"ii) by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its commercially reasonable efforts to respond to any comments of the SEC, consult with and to cause the Proxy Statement to be mailed keep Seller informed as to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party status of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementmatters. (c) The Company Seller shall call a meeting cooperate with Purchaser in the preparation of its stockholders all filings with respect to be held as promptly as practicable Regulatory Authorizations, Licenses and Permits (including requests for the purpose of voting upon additional information from Governmental Authorities) made by Purchaser in connection with the transactions (contemplated by this Agreement, including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at providing such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time information as Purchaser may reasonably request for soliciting and obtaining additional proxies or votesinclusion therein. (d) The Company shall To the extent that any necessary consents are not obtained with regard to the assignment of any of the Purchased Assets to Purchaser, at Purchaser's request, Seller agrees to use its commercially reasonable best efforts (i) to obtain provide to Purchaser the consents set forth benefits of any contract or other agreement or any license, permit or approval intended to be included in each the Purchased Assets, (ii) to cooperate in any reasonable and lawful arrangement designed to provide such benefits to Purchaser (through subcontract or other arrangement or by following procedures for resignation and reappointment of Schedules 3.4(d)-Aa substitute party thereto), 3.4(d)-B or (iii) to enforce for the account and 3.4(d)-C.at the expense of Purchaser any rights of Seller arising from any contracts and other agreements and the licenses, permits and approvals intended to be included among the Purchased Assets, including the right to elect to terminate or not renew in accordance with the terms thereof on the advice of Purchaser.

Taking of Necessary Action. (a) Each party hereto agrees Cheviot Financial and First Franklin shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) in the case of First Franklin, obtain any necessary stockholder approval to complete the Merger, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, (iii) in the case of First Franklin, take all action necessary to comply with or satisfy the conditions of any Regulatory Agreement to which First Franklin or Franklin Savings is subject, and (iv) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Mergers and promptly the other transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each Person whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither First Franklin nor Franklin Savings shall agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Cheviot Financial, and (B) requesting the delivery of appropriate, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Cheviot Financial or advisable First Franklin from exercising its rights under applicable laws this Agreement. (b) First Franklin shall prepare, subject to the review and regulations consent of Cheviot Financial with respect to consummate matters relating to Cheviot Financial and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at of First Franklin in connection with the earliest meeting of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform in all material respects with the Securities Laws. The parties shall cooperate with each other with respect to the preparation of the Proxy Statement. First Franklin shall, as promptly as practicable time. As following the preparation thereof, file the Proxy Statement with the SEC and First Franklin shall use all reasonable efforts to have the Proxy Statement mailed to stockholders as promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of such filing. First Franklin will promptly advise Cheviot Financial of the Company time when the Proxy Statement has been mailed, or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filinginformation. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated supplied by reference Cheviot Financial for inclusion in the Proxy Statement or any Other Filing and shall otherwise cooperate with will not, at the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to time the Proxy Statement is mailed to First Franklin stockholders, contain any untrue statement of a material fact or omit to state any Other Filing, material fact necessary in order to make the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementstatements therein not misleading. (c) The Company shall call a meeting As promptly as reasonably practicable following the date of its stockholders this Agreement, Cheviot Financial and Cheviot Savings Bank will prepare and cause to be held filed all Applications and other documents with the Regulatory Authorities as are required to secure the Regulatory Approvals for the consummation of the transactions provided for in this Agreement. First Franklin agrees that it will, as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided after request, provide Cheviot Financial and Cheviot Savings Bank with all information and documents concerning First Franklin and its Subsidiaries as shall be required in connection with preparing any Applications and other documents that should a quorum not are to be prepared and filed by Cheviot Financial and Cheviot Savings Bank in connection with Regulatory Approvals required to be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting by Cheviot Financial and obtaining additional proxies or votesCheviot Savings Bank hereunder. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees Pocahontas Bancorp and NARK shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 and Section 5.04 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Company Merger and promptly the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither NARK nor any NARK Subsidiary shall agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Pocahontas Bancorp, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Company Merger and the Bank Merger pursuant to this Agreement and the Plan of Merger; provided that nothing herein contained shall preclude Pocahontas Bancorp or advisable NARK from exercising its rights under applicable laws this Agreement or the Option Agreement. (b) Pocahontas Bancorp shall prepare, subject to the review and regulations consent of NARK with respect to consummate matters relating to NARK and make effective the transactions contemplated by this Agreement, the a Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 Statement on Form S-4 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file filed by Pocahontas Bancorp with the SEC a preliminary proxy statement (which will include the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Prospectus/Proxy Statement to be mailed to the Companyshareholders of NARK in connection with the meeting of NARK's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement shareholders and the transactions contemplated hereby, which Registration Statement and state takeover laws (the "Other Filings")Prospectus/Proxy Statement shall conform to all applicable legal requirements. The Company and Buyer will notify parties shall cooperate with each other promptly with respect to the preparation of the receipt Prospectus/Proxy Statement. Pocahontas Bancorp shall, as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and NARK and Pocahontas Bancorp shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Pocahontas Bancorp will advise NARK, promptly after Pocahontas Bancorp 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 comments from stop order or the SEC suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or its staff and the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or its staff or any other government officials for amendments or supplements to supplement of the Proxy Registration Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filinginformation. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company Pocahontas Bancorp shall use its commercially reasonable best efforts to obtain obtain, prior to the consents set forth in each effective date of Schedules 3.4(d)-Athe Registration Statement, 3.4(d)-B all necessary state securities laws or "Blue Sky" permits and 3.4(d)-C.approvals required to carry out the transactions contemplated by this Agreement. Pocahontas Bancorp will provide NARK with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as NARK may reasonably request.

Taking of Necessary Action. (a) Each party of the Parties hereto agrees to shall use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under this Agreement and applicable laws Law and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement. The Company shall, subject to obtaining any required consents and approvals, use its commercially reasonable efforts to consummate the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that Public Equity Offerings as promptly as reasonably practicable following the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998date of this Agreement. (b) As promptly as practicable after Without limiting the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12generality of this Section 5.1, 1998)if so required, the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SECapplicable Investor shall, and to shall cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable their respective Subsidiaries and Affiliates to, within two Business Days after the date hereof, make any filing with the Company shall prepare FTC and file any other filings the DOJ required of the Company or its Subsidiaries under the Exchange Act, the Securities HSR Act or any other federal, state or local laws relating with respect to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings")such Investor’s Investment. The Company and Buyer will notify the applicable Investor shall, and shall cause their respective Subsidiaries and Affiliates to, furnish to each other promptly of the receipt such information and assistance as such other Party may reasonably request in connection with its preparation of any comments from such filing or notice that is necessary under the SEC HSR Act or its staff and other antitrust Laws or that is otherwise requested by the FTC, DOJ or other Governmental Authority in the course of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party review of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementInvestor’s Investment. (c) The Notwithstanding anything to the contrary in this Agreement, the Company shall call a meeting not be required to (i) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of, prohibition or limitation on the ownership or operation by it or any of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting Affiliates of, or other arrangement regarding, any portion of the stockholdersbusiness, the meeting properties or assets of the stockholders shall be postponed Company or adjourned any of its Affiliates or (ii) initiate or participate in any Proceedings, whether judicial or administrative, in order to permit additional time for soliciting and obtaining additional proxies oppose or votes. (d) The Company shall use its commercially reasonable best efforts defend against any action by any Governmental Authority to obtain prevent or enjoin the consents consummation of the applicable Investment, or take any action to overturn any regulatory action by any Governmental Authority to prohibit consummation of the applicable Investment, including defending any Proceeding brought by any Governmental Authority seeking the entry or affirmation of any injunction, order or decree that would cause any condition set forth in each of Schedules 3.4(d)-ASection 2.3, 3.4(d)-B and 3.4(d)-C.2.4 or 2.5 not to be satisfied.

Taking of Necessary Action. (a) Each party 5.3.1 Subject to the terms and conditions of this Agreement, each of the parties hereto agrees agrees, subject to applicable laws and the fiduciary duties of GLOBAL's, CAPITOL's, BANCORP's or BANK's Boards of Directors, as advised in writing by their respective counsel, to use its commercially all reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Merger Agreements, including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, subject BANCORP, BANK, GLOBAL and CAPITOL will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that reasonable opinion of BANCORP or GLOBAL advisable for the Company's stockholders' meeting at which the stockholders will vote on, among other things, consummation of the transactions contemplated hereby is anticipated by this Agreement. Without limiting the foregoing, BANCORP shall cause BANK to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated take all actions necessary to occur on May 12, 1998), the Company shall prepare execute and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, Merger Agreements and to cause the Proxy Statement effect all transactions contemplated of BANCORP by this Agreement and GLOBAL and CAPITOL shall take all actions necessary to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to effect all transactions contemplated by this Agreement and the transactions contemplated hereby, and state takeover laws (Merger Agreements. In case at any time after the "Other Filings"). The Company and Buyer will notify each other promptly Effective Time any further action is necessary or desirable to carry out the purposes of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other FilingAgreement, the Company Merger Agreements, or Buyerto vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of GLOBAL or CAPITOL, the proper officers or directors of BANCORP, BANK, GLOBAL or CAPITOL, as the case may be, shall promptly inform take all such necessary action. 5.3.2 The obligations of GLOBAL and CAPITOL contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Superior Proposal (defined below) and any Default thereof by the other defaulting party of shall entitle BANCORP to such occurrence and cooperate legal or equitable remedies as may be provided in filing with the SEC this Agreement or its staff by law notwithstanding that any action or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation inaction of the Board that of Directors or officers of GLOBAL or CAPITOL which is required to enable such party to fulfill such obligations may be excused based on the stockholders continuing fiduciary obligations of GLOBAL's Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by BANCORP and the actual payment of the Company vote liquidated damages as provided for in favor Section 8.5 of this Agreement, neither GLOBAL or CAPITOL or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such Default, and approve the issuance BANCORP shall have no further obligations of Company Common Stock pursuant to any kind under this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company 5.3.3 GLOBAL shall use its commercially reasonable best efforts to obtain cause each director, executive officer and other Person who is an "Affiliate" of GLOBAL (for purposes of Rule 145 under the consents set forth Securities Act) to deliver to BANCORP, on the date of this 37 Agreement, a written agreement in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.the form attached hereto as Exhibit 5.3 (the "Affiliate Agreements") which shall include a 180 day lockup provision.

Taking of Necessary Action. (a) Each party hereto agrees to Both Sellers and the Subject Companies, on the one hand, and Buyer, on the other hand, will cooperate and use its their respective commercially reasonable best efforts promptly at their own expense to take or cause prepare all documentation, to be taken effect all action filings and promptly to do or cause to be done obtain all things necessarypermits, proper or advisable under applicable laws consents, approvals and regulations authorizations of all third parties and Governmental Authorities required on the part of such Person that are necessary to consummate the transactions contemplated by this Agreement. Each of Sellers and make effective Buyer will have the right to review in advance, and to the extent practicable each will consult with the other with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, in each case subject to applicable laws relating to the terms exchange of information. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and conditions hereof as promptly as practicable. Each of Buyer, Sellers and thereofSubject Companies commits to submit all required applications or notices to the appropriate Governmental Authorities not later than August 30, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied2002. Each party acknowledges hereto agrees that it will consult with the Company's stockholders' meeting at which other party hereto with respect to the stockholders will vote onobtaining of all material permits, among other thingsconsents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated hereby is anticipated by this Agreement and each party will keep the other party appraised of the status of material matters relating to occur on May 12completion of the transactions contemplated hereby. To the extent necessary, 1998Buyer and Sellers shall cause their respective Affiliates to take any action necessary in connection with the foregoing. Sellers and Subject Companies agree that, promptly after the date hereof, they will begin seeking all permits, consents, approvals and authorizations from third parties and Governmental Authorities to transfer the Excluded Assets and Excluded Liabilities consistent with Seller's obligations under Section 5.01 and to consummate the Stock Acquisition. In the event that not all such permits, consents, approvals and authorizations are obtained prior to the Effective Time, Sellers will continue after the Effective Time to use their reasonable best efforts to obtain such permits, consents, approvals and authorizations. (b) As promptly Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled reasonably necessary or advisable in connection with the SEC and as it may be mailed to the Company's stockholdersany filing, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments notice or application made by or on behalf of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any such other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them party or any of their respective representatives, on the one hand, and the SEC its Subsidiaries to any third party or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementGovernmental Authority. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to Provident and Ridgewood shall each use its commercially reasonable best efforts promptly in good faith to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby (including assignment of leases without any material change in terms), provided that Ridgewood shall not agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Provident, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Interim Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Provident or advisable Ridgewood from exercising its rights under applicable laws this Agreement. (b) Ridgewood MHC and regulations Ridgewood Savings shall prepare, subject to consummate the review of Provident with respect to matters relating to Provident and make effective the transactions contemplated by this Agreement, the Registration Rights AgreementProxy Statement to be filed by Ridgewood Financial with the SEC and to be mailed to the stockholders of Ridgewood Financial in connection with the meeting of its stockholders and transactions contemplated hereby, the Contingent Value Right Agreement which Proxy Statement shall conform to all applicable legal requirements. Should it be required by Regulatory Authorities, Ridgewood MHC and the Stockholders AgreementRidgewood Savings shall prepare, subject to the terms review and conditions hereof consent of Provident with respect to matters relating to Provident and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12by this Agreement, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be filed by Ridgewood MHC with the Regulatory Authorities and to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required depositors in connection with a meeting of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement depositors and the transactions contemplated hereby. The parties shall cooperate with each other with respect to the preparation of any Proxy Statement. Ridgewood Savings and Ridgewood MHC shall, as promptly as practicable following the preparation thereof, file any Proxy Statement with the Regulatory Authorities, and state takeover laws Ridgewood shall use all reasonable efforts to have any Proxy Statement mailed to stockholders, and if necessary depositors, as promptly as practicable after such filing, provided that Ridgewood Financial and Ridgewood MHC shall have received an updated Fairness Opinion as of a date no more than three days prior to the date of the Proxy Statement (the "Other FilingsUpdated Fairness Opinion"). The Company Ridgewood Financial and Buyer Ridgewood Savings will notify each other promptly advise Provident of the receipt time when any Proxy Statement has been filed and mailed, or of any comments from the SEC any Regulatory Authority or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or Regulatory Authority for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementinformation. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees First Guaranty Bancshares, First Guaranty Bank, Union Bancshares and Union Bank shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) obtain any necessary stockholder approval of their respective stockholders to complete the Share Exchange, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 6.03 of this Agreement, and (iii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Share Exchange, including, without limitation, (A) obtaining the consent or approval of each Person whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that Union Bancshares and promptly Union Bank shall not agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of First Guaranty Bancshares nor shall Union Bancshares or Union Bank be required to make any payments in connection therewith, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Share Exchange pursuant to this Agreement; provided that nothing herein contained shall preclude First Guaranty Bancshares or advisable Union Bancshares from exercising its rights under applicable laws this Agreement. (b) Union Bancshares and regulations First Guaranty Bancshares shall jointly prepare, subject to consummate the joint review and make effective consent of the Parties, with respect to matters relating to the parties and the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 a Proxy Statement to be satisfied. Each party acknowledges that filed by Union Bancshares, if required, with any of the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SECRegulatory Authorities, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SECapplicable, and to cause the Proxy Statement to be mailed to the Company's stockholders at of Union Bancshares in connection with the earliest practicable timemeeting of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform to all applicable legal requirements. As The parties shall cooperate with each other with respect to the preparation of the Proxy Statement. Union Bancshares shall use all reasonable efforts to have the Proxy Statement mailed to stockholders as promptly as practicable after First Guaranty Bancshares has received notice from the date hereof, Regulatory Authorities that the Company shall prepare and file any other filings required Applications for approval of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings")by this Agreement are substantially complete. The Company and Buyer Union Bancshares will notify each other promptly advise First Guaranty Bancshares of the receipt time when the Proxy Statement has been filed and mailed, or of any comments from the SEC Regulatory Authorities or its staff and of any request by the SEC or its staff or any other government officials Regulatory Authorities for amendments or supplements to additional information. First Guaranty Bancshares and First Guaranty Bank will furnish Union Bancshares with all information concerning First Guaranty Bancshares and First Guaranty Bank as is reasonably required by Union Bancshares in connection with the preparation of the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other FilingStatement. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated supplied by reference First Guaranty Bancshares for inclusion in the Proxy Statement or any Other Filing and shall otherwise cooperate with will not, at the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to time the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing is mailed to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the Union Bancshares stockholders, the meeting contain any untrue statement of the stockholders shall be postponed a material fact or adjourned omit to state any material fact necessary in order to permit additional time for soliciting and obtaining additional proxies or votesmake the statements therein not misleading. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders AgreementTransaction Documents, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance election of shares of Company Common Stock the existing Directors and the Investor Nominees as contemplated herebyby this Agreement and the Transaction Documents. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, SEC and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer (including the Investor Nominees) required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose purpose, among other things, of voting upon the transactions (including election of directors as contemplated by this Agreement and the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesTransaction Documents. (d) The Company shall use its commercially reasonable best efforts to obtain estoppel certificates addressing certain issues identified in writing to the consents set forth Company by Buyer in each of Schedules 3.4(d)-Aform and substance reasonably satisfactory to Buyer from the applicable landlords under the following leases: NHP leases, 3.4(d)-B Meditrust and 3.4(d)-C.Healthcare REIT leases and HCPI leases.

Taking of Necessary Action. (a) Each party hereto agrees to Kearny and Pulaski shall each use its commercially reasonable best efforts promptly in good faith to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby (including assignment of leases without any material change in terms), provided that Pulaski shall not agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Kearny, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the MHC Merger and the Mid-Tier Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Kearny or advisable Pulaski from exercising its rights under applicable laws this Agreement. (b) Pulaski shall prepare, subject to the review of Kearny with respect to matters relating to Kearny and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights AgreementProxy Statement to be filed by Pulaski Bancorp with the SEC and to be mailed to the stockholders of Pulaski Bancorp in connection with the meeting of its stockholders and transactions contemplated hereby, the Contingent Value Right Agreement which Proxy Statement shall conform to all applicable legal requirements. Should it be required by Regulatory Authorities, Pulaski MHC and the Stockholders AgreementPulaski Savings shall prepare, subject to the terms review and conditions hereof consent of Kearny with respect to matters relating to Kearny and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12by this Agreement, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be filed by Pulaski MHC with the Regulatory Authorities and to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required members in connection with a meeting of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement members and the transactions contemplated hereby. The parties shall cooperate with each other with respect to the preparation of any Proxy Statement. Pulaski shall, as promptly as practicable following the preparation thereof and within forty-five days of the date of this Agreement, file any Proxy Statement with the Regulatory Authorities, and state takeover laws Pulaski shall use all reasonable efforts to have any Proxy Statement mailed to stockholders, and if necessary members, as promptly as practicable after such filing, provided that Pulaski Bancorp and Pulaski MHC shall have received an updated Fairness Opinion as of a date no more than three days prior to the date of the Proxy Statement (the "Other FilingsUpdated Fairness Opinion"). The Company Pulaski Bancorp and Buyer Pulaski Savings will notify each other promptly advise Kearny of the receipt time when any Proxy Statement has been filed and mailed, or of any comments from the SEC any Regulatory Authority or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or Regulatory Authority for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementinformation. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party of the parties hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things which are necessary to cause all the conditions precedent set forth in Article 7 VIII to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998fulfilled. (b) As promptly The Sellers shall, at their sole cost and expense: (i) as soon as practicable after the date hereof (Effective Date, file or cause to be filed all such applications, notices, registrations and requests as may be required or advisable to be filed by it being understood that with any party with whom the relevant stockholders' meeting is anticipated to occur on May 12, 1998)Partnership, the Company shall prepare or any Related Company is in contract privity, including all applications for Agency and file Investor and other Third Party consents, and with any Governmental Authorities, in connection with the SEC a preliminary proxy statement transactions contemplated hereby, (ii) furnish Purchasers with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given) and correspondence (A) prepared by or on behalf of the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other thingsSellers, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereofPartnership, the Company shall prepare and file or any other filings required Related Company for submission to any Governmental Authorities or (B) received by or on behalf of the Sellers, the Partnership, the Company or its Subsidiaries under the Exchange Actany Related Company from any Governmental Authority, the Securities Act or any other federal, state or local laws relating to this Agreement and in each case in connection with the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company iii) use its commercially reasonable efforts to consult with and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements keep Purchasers informed as to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party status of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementmatters. (c) Purchasers shall use commercially reasonable efforts to cooperate with the Sellers in the preparation and filing of all applications, notices, registrations and responses to requests for additional information from Governmental Authorities and any parties whose Third Party Consent the Sellers seek in connection with the transactions contemplated by this Agreement, including providing such information as the Sellers may reasonably request for inclusion in such applications, notices, registrations and responses. The Company Sellers and Purchasers shall call a meeting each pay one-half the cost of its stockholders any HSR filing. Purchasers shall have the right to review and to approve all forms of consents to be held as promptly as practicable for used by the purpose of voting upon Sellers to obtain all Investor consents necessary to consummate the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesby this Agreement. (d) The Company shall Purchasers and the Sellers will each make as promptly as practicable the filing, if any, they are required to make under HSR with regard to the transactions which are the subject of this Agreement and each of them will use its commercially reasonable best efforts (including providing information to obtain the consents set forth Federal Trade Commission or the Department of Justice) to cause the waiting periods under HSR to be terminated or to expire as promptly as practicable. The Purchasers and Sellers will each provide information and cooperate in each all other respects to assist the other of Schedules 3.4(d)-Athem in making its filing under HSR if one is required. (e) The Sellers agree to cause, 3.4(d)-B no later than the Closing Date: (i) the asset shown as "Due From Parent" on the Partnership Financial Statements to be transferred out of the Partnership; (ii) the liability shown as "Due to C-Bass" on the Partnership Financial Statements to be transferred out of the Partnership or fully discharged; (iii) $1,100,000 of cash to be transferred into an account of the Partnership to fund a portion of the line item shown as "Other Liabilities" on the Partnership Financial Statements; (iv) all unfunded liabilities of the Partnership incurred between June 30, 2000 and 3.4(d)-C.the Closing Date to be fully funded; and (v) all amounts borrowed by EFS from the Partnership between June 30, 2000 and the Closing Date to be fully repaid.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998of this Agreement. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)execution of this Agreement, the Company Seller shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders Shareholders will be asked to approve, among other thingsin accordance with the rules of the AMEX and any applicable laws, the issuance and sale to Buyer of shares of Company Common Stock contemplated herebythe Purchased Shares. The Proxy Statement preliminary proxy statement, as initially filed with the SEC, as it may be amended and refiled with the SEC, and the definitive proxy statement filed with the SEC and as it may be mailed to the Company's stockholdersShareholders (such definitive -------------------------------------------------------------------------------- Page 19 24 proxy statement, the "Proxy Statement"), shall be in form and substance reasonably satisfactory to Buyer. The Company Seller shall use its reasonable efforts to respond to any comments of the SEC, and to cause mail the Proxy Statement to the Shareholders and shall cause any meeting of the Board of Directors or the Shareholders required to be mailed held to consider the Company's stockholders approval of the issuance and sale to Buyer of the Purchased Shares and the transactions contemplated hereby at the earliest practicable time. As promptly as practicable after the date hereof, the Company Seller shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and including any state takeover laws (the "Other Filings"). The Company and Buyer Seller will notify each other Buyer promptly of the receipt of any comments from the SEC or its staff or any other governmental official and of any request by the SEC or its staff or any other government officials official for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other Buyer with copies of all correspondence between each of them the Seller or any of their respective its representatives, on the one hand, and the SEC or its staff or any other government officialsofficial, on the other hand, with respect to the Proxy Statement or any Other Filing. The Seller shall cause the Proxy Statement and any Other Filing shall to comply in all material respects with all applicable requirements of law. Buyer shall provide the Company Seller all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company Seller in taking the actions described in this paragraphSection 5.1(b). Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company Seller or Buyer, as the case may beapplicable, shall promptly inform the other party of such occurrence and cooperate in the preparation and filing with the SEC or its staff or any other government officials, and/or or mailing to stockholders of the CompanyShareholders, as required, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board of Directors that the stockholders of the Company Shareholders vote in favor of and approve the issuance and sale to Buyer of Company Common Stock the Purchased Shares pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees Sovereign and WJB shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the Bank Merger by June 30, 1996, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, provided that neither WJB nor any WJB Subsidiary shall agree to do make any material payments or cause modifications to agreements in connection therewith without the prior written consent of Sovereign (which shall not be unreasonably withheld), and further provided that nothing contained herein shall be deemed to require WJB to obtain an affiliate letter similar to the form attached hereto as Exhibit 1, or any similar letter, from any shareholder who is not an executive officer or director of WJB or WJCB, and (2) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or WJB or from exercising its rights under this Agreement or the Option Agreement. (b) WJB and Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to shareholders of WJB in connection with the meeting of WJB shareholders and transactions contemplated hereby, and to be filed by Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy Statement shall conform to all things necessaryapplicable legal requirements. Sovereign shall, proper as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and WJB and Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Sovereign will advise WJB, promptly after Sovereign receives notice thereof, of the time when the Registration Statement has become effective or advisable under applicable any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Sovereign shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and regulations approvals required to consummate and make effective carry out the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders Sovereign will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly provide WJB with as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with many copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy such Registration Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall amendments thereto promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesfiling thereof as WJB may reasonably request. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders AgreementTransaction Documents, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, SEC and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.45.6, the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the stockholders of the Company vote in favor of and approve the Amended Company Charter and the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable (and in no event later than December 31, 1997) for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned (but in no event to a date later than December 31, 1997) in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A3.4(d)-A and 3.4(d)-B. (e) Except as provided on Schedule 5.1(e), 3.4(d)-B from the date hereof until the sooner to occur of (A) the date on which the Investor Nominees (as defined in the Stockholders Agreement) first become members of the Board, and 3.4(d)-C.(B) if the Stockholder Approval vote fails, the date of the stockholder meeting at which the Stockholder Approval failed, (i) no grant or award of options or other similar equity-related or incentive compensation shall be made pursuant to or by amendment to the agreements listed on Schedule 3.9(e), and (ii) any employment, stock option or other agreement entered into and which contains a change-of- control or similar provision shall contain only a change-of-control provision approved by Buyer.

Taking of Necessary Action. (a) Each party hereto agrees Niagara Bancorp and IROQ shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither IROQ nor any IROQ Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Niagara Bancorp, and promptly (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to do or cause the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Niagara Bancorp or advisable IROQ from exercising its rights under applicable laws this Agreement or the Stock Option Agreement. (b) IROQ shall prepare, subject to the review and regulations consent of Niagara Bancorp with respect to consummate matters relating to Niagara Bancorp and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 a Proxy Statement to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") filed by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled IROQ with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at shareholders of IROQ in connection with the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare meeting of its shareholders and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings")which Proxy Statement shall conform to all applicable legal requirements. The Company and Buyer will notify parties shall cooperate with each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements preparation of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementStatement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees Bradford, Parent and Wyman Park shall each use xxx xxxx xfforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Mergers and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (A) obtaining the Registration Rights Agreementconsent or approval of each individual, the Contingent Value Right Agreement and the Stockholders Agreementpartnership, subject to the terms and conditions hereof and thereofcorporation, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among association or other things, business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby is anticipated (including assignment of leases without any change in terms), provided that neither Parent nor any Parent Subsidiary shall agree to occur on May 12make any payments or modifications to agreements in connection therewith without the prior written consent of Bradford, 1998and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Mergers pursuant to this Agreement, except for the exercise of its rights under this Agreement. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12Parent shall prepare, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed subject to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SECreview, and consent of Bradford with respect to cause the matters relating to Bradford, a Proxy Statement to be mailed to the Company's stockholders at of Parent in connection with the earliest meetings of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform to all applicable legal requirements. The parties shall cooperate with each other with respect to the preparation of the Proxy Statement. Parent shall, as promptly as practicable time. As following the preparation thereof, file the Proxy Statement with the SEC, and Parent shall use all reasonable efforts to have the Proxy Statement mailed to stockholders as promptly as practicable after such filing, subject to receipt by Parent of any comments from the date hereof, SEC with respect to the Company shall prepare Proxy Statement and file any other filings required satisfaction thereof and subject to completion the audit of the Company or its Subsidiaries under financial statements of Parent for the Exchange Actyear ended June 30, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"2002 as set forth in Section 5.10(a)(iv). The Company and Buyer Parent will notify each other promptly advise Bradford of the receipt time when the Proxy Statement has been filed and mailed, or of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementinformation. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees First Leesport and Merchants shall each use its best efforts in good faith, and each of them shall cause their respective Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that shall not agree to make any payments or modifications to agreements in connection therewith without the prior written consent of First Leesport, and promptly (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to do or cause the best of its ability permit to be done taken, any action that would substantially impair the prospects of completing the Merger; provided that nothing herein contained shall preclude First Leesport or Merchants from exercising its rights under this Agreement. (b) First Leesport and Merchants shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of such shareholders and transactions contemplated hereby, and to be filed by First Leesport with the SEC in the Registration Statement, which Prospectus/Proxy statement shall conform in all things necessarymaterial respects to all applicable legal requirements. First Leesport shall, proper as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and Merchants and First Leesport shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. First Leesport shall advise Merchants, promptly after First Leesport receives notice thereof, of the time when the Registration Statement has become effective or advisable under applicable any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. First Leesport shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and regulations approvals required to consummate and make effective carry out the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly First Leesport shall provide Merchants with as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with many copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy such Registration Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall amendments thereto promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesfiling thereof as Merchants may reasonably request. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party of the parties hereto agrees to shall use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws Law and regulations to consummate and make effective the transactions contemplated by this Agreement, . Without limiting the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)foregoing, the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company each Investor shall use its reasonable best efforts to respond to any comments make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyerparties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents. Notwithstanding anything herein to the contrary, the Company, in its sole discretion, for any reason or no reason, may elect not to consummate the Acquisition, and, in connection therewith, refuse to waive the mutual closing condition set forth in Section 2.3(d) of this Agreement and thereafter terminate this Agreement pursuant to Section 7.10(b)(iii) of this Agreement with no liability to any Investor left unsatisfied thereby and any failure to consummate the Acquisition shall promptly inform not give rise to any liability on the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders part of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as As promptly as practicable for following the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholdersClosing Date, the meeting of Company shall file with the stockholders shall be postponed or adjourned Securities and Exchange Commission (the “SEC”) in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) preliminary form an Information Statement on Schedule 14C. The Company shall use its commercially reasonable best efforts to obtain promptly provide responses to the consents set forth in each of Schedules 3.4(d)-ASEC with respect to all comments received on such Information Statement from the SEC, 3.4(d)-B and 3.4(d)-C.the Company shall cause the definitive Information Statement to be mailed promptly after the date the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Information Statement.

Taking of Necessary Action. (a) Each party hereto agrees Northwest MHC, Northwest Bancorp, Northwest Savings Bank, Equinox Financial and Equinox shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) obtain any necessary stockholder approval of their respective stockholders to complete the Merger, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (iii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the other transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each Person whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that Equinox Financial and Equinox shall not agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Northwest Bancorp nor shall Equinox Financial or Equinox be required to make any payments in connection therewith, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Northwest Bancorp or advisable Equinox Financial from exercising its rights under applicable laws this Agreement. (b) Equinox Financial shall prepare, subject to the review and regulations consent of Northwest Bancorp with respect to consummate matters relating to Northwest Bancorp and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 a Proxy Statement to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote onfiled by Equinox Financial, among other thingsif required, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among OTS or any other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended applicable agency and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at of Equinox Financial in connection with the earliest practicable timemeeting of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform to all applicable legal requirements. As The parties shall cooperate with each other with respect to the preparation of the Proxy Statement. Equinox Financial shall use all reasonable efforts to have the Proxy Statement mailed to stockholders as promptly as practicable after Northwest Bancorp has received notice from the date hereof, OTS that the Company shall prepare and file any other filings required Application to the OTS for approval of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings")by this Agreement is substantially complete. The Company and Buyer Equinox Financial will notify each other promptly advise Northwest Bancorp of the receipt time when the Proxy Statement has been filed and mailed, or of any comments from the SEC OTS or its staff and of any other applicable agency or any request by the SEC or its staff OTS or any other government officials applicable agency for amendments or supplements to additional information. Northwest MHC, Northwest Bancorp and Northwest Savings Bank will furnish Equinox Financial with all information concerning Northwest MHC, Northwest Bancorp and Northwest Savings Bank as is reasonably required by Equinox Financial in connection with the preparation of the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other FilingStatement. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated supplied by reference Northwest Bancorp for inclusion in the Proxy Statement or any Other Filing and shall otherwise cooperate with will not, at the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to time the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing is mailed to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the Equinox Financial stockholders, the meeting contain any untrue statement of the stockholders shall be postponed a material fact or adjourned omit to state any material fact necessary in order to permit additional time for soliciting and obtaining additional proxies or votesmake the statements therein not misleading. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees Oneida Financial and VBC shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) obtain any necessary stockholder approval of their respective stockholders to complete the Merger, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (iii) take or cause to be taken all action necessary on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither VBC nor any VBC Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Oneida Financial, and promptly (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to do or cause the best of its ability permit to be done all things necessarytaken, proper any action that would impair the prospects of completing the Merger and the transactions contemplated hereby pursuant to this Agreement and the related agreements; provided that nothing herein contained shall preclude Oneida Financial or advisable VBC from exercising its rights under applicable laws this Agreement. (b) VBC shall prepare, subject to the review and regulations consent of Oneida Financial with respect to consummate matters relating to Oneida Financial and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at of VBC in connection with the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare meeting of its stockholders and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings")which Proxy Statement shall conform to all applicable legal requirements. The Company and Buyer will notify parties shall cooperate with each other promptly with respect to the preparation of the receipt Proxy Statement. VBC shall, as promptly as practicable following the preparation thereof, file the Proxy Statement with the applicable agency, if any, and VBC shall use all reasonable efforts to have the Proxy Statement mailed to stockholders as promptly as practicable. VBC will promptly advise Oneida Financial of the time when the Proxy Statement has been filed, if applicable, and mailed, or of any comments from the SEC any applicable agency or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementinformation. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party 5.3.1 Subject to the terms and conditions of this Agreement, each of the parties hereto agrees agrees, subject to applicable laws and the fiduciary duties of Seller’s or Company’s Board of Directors, as advised in writing by its respective counsel, to use its commercially all reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, Company and Seller will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the reasonable opinion of Company or Seller advisable for the consummation of the transactions contemplated by this Agreement. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the Registration Rights Merger Agreement, or to vest the Contingent Value Right Agreement Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other thingsfranchises of Seller, the transactions contemplated hereby is anticipated to occur on May 12proper officers or directors of Company, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company Bank or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or BuyerSeller, as the case may be, shall promptly inform the other party take all such necessary action. 5.3.2 The obligations of Seller contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default under Section 6.2.5 or Seller’s receipt of a Seller Superior Proposal (defined below) and any Default under Section 6.2.5 by Seller shall entitle Company to such occurrence and cooperate legal or equitable remedies as may be provided in filing with the SEC this Agreement or its staff by law notwithstanding that any action or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation inaction of the Board that the stockholders of Directors or officers of the Company vote in favor defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party’s Board of Directors and approve the issuance of Company Common Stock pursuant officers to this Agreementits shareholders. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company 5.3.3 Seller shall use its commercially reasonable best efforts to obtain cause each director, executive officer and other person who is an “Affiliate” of Seller (for purposes of Rule 145 under the consents set forth Securities Act) to deliver to Company, on the date of this Agreement, a written agreement in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.the form attached hereto as Exhibit 5.3 (the “Affiliate’s Agreement”).

Taking of Necessary Action. (a) Each party 5.3.1 Subject to the terms and conditions of this Agreement, each of the parties hereto agrees agrees, subject to applicable laws and the fiduciary duties of Granite, LLC’s members, or TBH’s and Granite, Inc.’s Boards of Directors, as advised in writing by their respective counsel, to use its commercially all reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreementincluding, without limitation, the Contingent Value Right Agreement delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the foregoing, TBH, Granite, Inc. and Granite, LLC will use their reasonable efforts to obtain all consents of third parties and Government Entities necessary or, in the Stockholders Agreementreasonable opinion of TBH, subject to Granite, Inc. or Granite, LLC advisable for the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, consummation of the transactions contemplated hereby is anticipated by this Agreement. Without limiting the foregoing, TBH shall cause Granite, Inc. to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated take all actions necessary to occur on May 12, 1998), the Company shall prepare execute and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the to effect all transactions contemplated herebyby this Agreement and Granite, LLC shall take all actions necessary to effect all transactions contemplated by this Agreement. In case at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly franchises of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representativesGranite, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other FilingLLC, the Company proper officers or Buyerdirectors of TBH or Members of Granite, LLC, as the case may be, shall promptly inform take all such necessary action. 5.3.2 The obligations of Granite, LLC contained in Section 6.2.4 of this Agreement shall continue to be in full force and effect despite any Default thereof by reason of receipt of a Superior Proposal and any Default thereof by the other defaulting party of shall entitle TBH and Granite, Inc. to such occurrence and cooperate legal or equitable remedies as may be provided in filing with the SEC this Agreement or its staff by law notwithstanding that any action or any other government officials, and/or mailing to stockholders inaction of the CompanyMembers of Granite, LLC which is required to enable such amendment or supplement. Subject party to fulfill such obligations may be excused based on the provisions of Section 5.4, the Proxy Statement shall include the recommendation continuing fiduciary obligations of the Board that the stockholders Members of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementGranite, LLC. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to Kearny and WEST ESSEX shall each use its commercially reasonable best efforts promptly in good faith to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby (including assignment of leases without any material change in terms), provided that WEST ESSEX shall not agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Kearny, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Bank Merger, the Corporate Merger, the MHC Merger and the Mid-Tier Merger pursuant to this Agreement; provided that nothing herein contained shall preclude Kearny or advisable WEST ESSEX from exercising its rights under applicable laws this Agreement. (b) WEST ESSEX shall prepare, subject to the review of Kearny with respect to matters relating to Kearny and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights AgreementProxy Statement to be filed by WEST ESSEX Bancorp with the SEC and to be mailed to the stockholders of WEST ESSEX Bancorp in connection with the meeting of its stockholders and transactions contemplated hereby, the Contingent Value Right Agreement which Proxy Statement shall conform to all applicable legal requirements. Should it be required by Regulatory Authorities, WEST ESSEX MHC and the Stockholders AgreementWEST ESSEX Bank shall prepare, subject to the terms review and conditions hereof consent of Kearny with respect to matters relating to Kearny and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12by this Agreement, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be filed by WEST ESSEX MHC with the Regulatory Authorities and to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required members in connection with a meeting of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement members and the transactions contemplated hereby. The parties shall cooperate with each other with respect to the preparation of any Proxy Statement. WEST ESSEX shall, as promptly as practicable following the preparation thereof and within forty-five days of the date of this Agreement, file any Proxy Statement with the Regulatory Authorities, and state takeover laws (the "Other Filings")WEST ESSEX shall use all reasonable efforts to have any Proxy Statement mailed to stockholders, and if necessary members, as promptly as practicable after such filing. The Company WEST ESSEX Bancorp and Buyer WEST ESSEX Bank will notify each other promptly advise Kearny of the receipt time when any Proxy Statement has been filed and mailed, or of any comments from the SEC any Regulatory Authority or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or Regulatory Authority for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filinginformation. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.37

Taking of Necessary Action. (a) Each party hereto agrees Subject to the terms and conditions of this Agreement, Northwest MHC, Northwest Bancorp and First Bell Bancorp shall each use its commercially reasonable best efforts promptly in good fxxxx, and each of them shall cause its Subsidiaries to take use their reasonable best efforts in good faith, to take, or cause to be taken taken, all action actions, and promptly to do do, or cause to be done done, all things necessary, proper or advisable under applicable laws so as to permit consummation of the Merger and regulations the other transactions contemplated hereby as soon as practicable after the date hereof, and otherwise to consummate enable consummation of such transactions, including the satisfaction of the conditions set forth in Article VI hereof, and make effective shall cooperate fully with the other parties hereto to that end. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the other transactions contemplated hereby pursuant to this Agreement; provided that nothing herein contained shall preclude a party to this Agreement from exercising its rights under this Agreement. (b) First Bell Bancorp shall prepare, subject to the review and consent by Nxxxxwest Bancorp with respect to matters relating to Northwest Bancorp and the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 a Proxy Statement to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") filed by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled First Bell Bancorp with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at of Xxxxt Bell Bancorp in connection with the earliest practicable timemeeting of its stockholders tx xxnsider the adoption of this Agreement, which Proxy Statement shall conform to all applicable legal requirements and be filed in preliminary form within forty (40) days after the date hereof. As The parties shall cooperate with each other with respect to the preparation of the Proxy Statement and shall use their reasonable best efforts to have the Proxy Statement mailed to stockholders as promptly as practicable after the date hereof, the Company shall prepare and file any other filings required such filing. First Bell Bancorp will promptly advise Northwest Bancorp of the Company time xxxx the Proxy Statement has been filed and mailed, or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filinginformation. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated supplied by reference Northwest Bancorp for inclusion in the Proxy Statement or any Other Filing and shall otherwise cooperate with will not, at the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to time the Proxy Statement or any Other Filing, is mailed to First Bell Bancorp stockholders and the Company or Buyer, as the case may be, shall promptly inform the other party date of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed stockhoxxxxs of First Bell Bancorp to which such Proxy Statement relates, contain anx xxtrue statement of a material fact or adjourned omit to state any material fact necessary in order to permit additional time for soliciting and obtaining additional proxies or votesmake the statements therein not misleading. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party of the parties hereto agrees to use its commercially respective reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws Laws and regulations to consummate and make effective the transactions contemplated by Transactions. Without limiting the foregoing, Buyer and AT&T Broadband agree as follows: (a) AT&T Broadband shall make or cause the Company to make all necessary filings in connection with the AT&T Broadband Required Regulatory Approvals promptly following the date of this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable best efforts to respond to any comments of the SEC, and to furnish or cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As furnished, as promptly as practicable after the date hereofpracticable, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional all information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, documents requested with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing such AT&T Broadband Required Regulatory Approvals and shall otherwise cooperate with the applicable Governmental Entity in order to obtain any AT&T Broadband Required Regulatory Approval. AT&T Broadband shall use its reasonable best efforts to resolve, or cause the Company to resolve, such objections, if any, as any Governmental Entity may assert with respect to this Agreement and the Transactions in taking connection with the actions described AT&T Broadband Required Regulatory Approvals in as expeditious a manner as possible. (b) Buyer shall make all necessary filings in connection with the Buyer Required Regulatory Approvals promptly following the date of this paragraph. Whenever any event occurs which is required Agreement, and shall use its reasonable best efforts to furnish or cause to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyerfurnished, as the case may bepromptly as practicable, all information and documents requested with respect to such Buyer Required Regulatory Approvals and shall promptly inform the other party of such occurrence and otherwise cooperate in filing with the SEC or applicable Governmental Entity in order to obtain any Buyer Required Regulatory Approval. Buyer shall use its staff or reasonable best efforts to resolve such objections, if any, as any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant Governmental Entity may assert with respect to this AgreementAgreement and the Transactions in connection with the Buyer Required Regulatory Approvals in as expeditious a manner as possible. (c) The Company Buyer shall call a meeting undertake any required or desired notifications to or filings with the FCC, if any, and shall coordinate the making of its stockholders to be held as promptly as practicable such notifications or filings with counsel for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting AT&T and obtaining additional proxies or votesAT&T Broadband. (d) The Company AT&T Broadband and Buyer shall cooperate in making any filings under the HSR Act promptly following the date of this Agreement and in seeking early termination relating to such filings. (e) AT&T Broadband and Buyer shall (to the extent permitted by law or regulation or any applicable confidentiality agreement) deliver to each other copies of any filings made with a Governmental Entity promptly after the same are filed and, to the extent practicable, shall consult with the each other with respect to the obtaining of any consents, approvals and authorizations of Governmental Entities. (f) AT&T Broadband and Buyer shall keep each other apprised of the status of matters relating to completion of the Transactions. (g) In the event that a suit is instituted by a Person or Governmental Entity challenging this Agreement and the Transactions as violative of applicable antitrust or competition law, each of AT&T Broadband and Buyer shall use its commercially respective reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.resist or resolve such dispute.

Taking of Necessary Action. (a) Each party 5.3.1 Subject to the terms and conditions of this Agreement, each of the parties hereto agrees agrees, subject to applicable laws and the fiduciary duties of BMC’s, CVCB’s or CCV Bank’s Boards of Directors, as advised in writing by their respective counsel, to use its commercially all reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Merger Agreement, subject including, without limitation, the delivery of any certificate or other document reasonably requested by counsel to a party to this Agreement. Without limiting the terms foregoing, CVCB, CVC Bank and conditions hereof BMC will use their reasonable efforts to obtain all consents of third parties and thereofGovernment Entities necessary or, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which reasonable opinion of CVCB, CVC Bank or BMC advisable for the stockholders will vote on, among other things, consummation of the transactions contemplated hereby is anticipated by this Agreement. Without limiting the foregoing, CVCB and CVC Bank shall take all actions necessary to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare execute and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, Merger Agreement and to cause the Proxy Statement effect all transactions contemplated by this Agreement and BMC shall take all actions necessary to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to effect all transactions contemplated by this Agreement and the transactions contemplated hereby, and state takeover laws (Merger Agreement. In case at any time after the "Other Filings"). The Company and Buyer will notify each other promptly Effective Time any further action is necessary or desirable to carry out the purposes of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other FilingAgreement, the Company Merger Agreement, or Buyerto vest the Surviving Banking Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of BMC, the proper officers or directors of CVCB, CVC Bank or BMC, as the case may be, shall promptly inform take all such necessary action. 5.3.2 The obligations of BMC contained in Section 6.2.5 of this Agreement shall continue to be in full force and effect despite any Default under Section 6.2.5 or BMC’s receipt of an BMC Superior Proposal and any Default under Section 6.2.5 by BMC shall entitle CVCB and CVC Bank to such legal or equitable remedies as may be provided in this Agreement or by law notwithstanding that any action or inaction of the Board of Directors or officers of the defaulting party which is required to enable such party to fulfill such obligations may be excused based on the continuing fiduciary obligations of such party’s Board of Directors and officers to its shareholders. Notwithstanding the foregoing, however, in the event of a termination of this Agreement by CVCB or BMC and the actual payment of the liquidated damages to the other party as provided for in Section 8.5 of this Agreement, neither CVCB, CVC Bank, BMC or their respective directors or officers shall have any obligations or liabilities of any kind under this Agreement by reason of any such occurrence Default, and cooperate in filing with the SEC CVCB or its staff or BMC shall have no further obligations of any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to kind under this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company 5.3.3 BMC shall use its commercially reasonable best efforts to obtain cause each director, executive officer and other Person who is an “Affiliate” of BMC (for purposes of Rule 145 under the consents set forth Securities Act) to deliver to CVCB, on the date of this Agreement, a written agreement in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.the form attached hereto as Exhibit 5.3 (the “Affiliate Agreements”).

Taking of Necessary Action. (a) Each party hereto agrees First Guaranty Bancshares, First Guaranty Bank, Greensburg Bancshares and Greensburg shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) obtain any necessary stockholder approval of their respective stockholders to complete the Merger, (ii) furnish such information as may be required in connection with the preparation of the documents referred to in Section 5.03 of this Agreement, and (iii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the other transactions contemplated by this Agreement, including, without limitation, (A) obtaining the consent or approval of each Person whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that Greensburg Bancshares and Greensburg shall not agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of First Guaranty Bancshares nor shall Greensburg Bancshares or Greensburg be required to make any payments in connection therewith, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement; provided that nothing herein contained shall preclude First Guaranty Bancshares or advisable Greensburg Bancshares from exercising its rights under applicable laws this Agreement. (b) Greensburg Bancshares and regulations First Guaranty Bancshares shall jointly prepare, subject to consummate the joint review and make effective consent of the Parties, with respect to matters relating to the parties and the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 a Proxy Statement to be satisfied. Each party acknowledges that filed by Greensburg Bancshares, if required, with any of the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SECRegulatory Authorities, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SECapplicable, and to cause the Proxy Statement to be mailed to the Company's stockholders at of Greensburg Bancshares in connection with the earliest practicable timemeeting of its stockholders and transactions contemplated hereby, which Proxy Statement shall conform to all applicable legal requirements. As The parties shall cooperate with each other with respect to the preparation of the Proxy Statement. Greensburg Bancshares shall use all reasonable efforts to have the Proxy Statement mailed to stockholders as promptly as practicable after First Guaranty Bancshares has received notice from the date hereof, Regulatory Authorities that the Company shall prepare and file any other filings required Applications for approval of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings")by this Agreement are substantially complete. The Company and Buyer Greensburg Bancshares will notify each other promptly advise First Guaranty Bancshares of the receipt time when the Proxy Statement has been filed and mailed, or of any comments from the SEC Regulatory Authorities or its staff and of any request by the SEC or its staff or any other government officials Regulatory Authorities for amendments or supplements to additional information. First Guaranty Bancshares and First Guaranty Bank will furnish Greensburg Bancshares with all information concerning First Guaranty Bancshares and First Guaranty Bank as is reasonably required by Greensburg Bancshares in connection with the preparation of the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other FilingStatement. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated supplied by reference First Guaranty Bancshares for inclusion in the Proxy Statement or any Other Filing and shall otherwise cooperate with will not, at the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to time the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing is mailed to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the Greensburg Bancshares stockholders, the meeting contain any untrue statement of the stockholders shall be postponed a material fact or adjourned omit to state any material fact necessary in order to permit additional time for soliciting and obtaining additional proxies or votesmake the statements therein not misleading. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders AgreementTransaction Documents, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, SEC and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.45.6, the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the stockholders of the Company vote in favor of and approve the Amended Company Charter and the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable (and in no event later than December 31, 1997) for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned (but in no event to a date later than December 31, 1997) in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A3.4(d)-A and 3.4(d)-B. (e) Except as provided on Schedule 5.1(e), 3.4(d)-B from the date hereof until the sooner to occur of (A) the date on which the Investor Nominees (as defined in the Stockholders Agreement) first become members of the Board, and 3.4(d)-C.(B) if the Stockholder Approval vote fails, the date of the stockholder meeting at which the Stockholder Approval failed, (i) no grant or award of options or other similar equity-related or incentive compensation shall be made pursuant to or by amendment to the agreements listed on Schedule 3.9(e), and (ii) any employment, stock option or other agreement entered into and which contains a change-of-control or similar provision shall contain only a change-of-control provision approved by Buyer.

Taking of Necessary Action. (a) Each party hereto agrees Sovereign and Carnegie shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither Carnegie nor any Carnegie Subsidiary shall agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of Sovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or Carnegie or from exercising its rights under this Agreement or the Option Agreement. (b) Carnegie and Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to shareholders of Carnegie in connection with the meeting of its shareholders and transactions contemplated hereby, and to be filed by Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy statement shall conform to all things necessaryapplicable legal requirements. Sovereign shall, proper as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and Carnegie and Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Sovereign will advise Carnegie, promptly after Sovereign receives notice thereof, of the time when the Registration Statement has become effective or advisable under applicable any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Sovereign shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and regulations approvals required to consummate and make effective carry out the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders Sovereign will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly provide Carnegie with as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with many copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy such Registration Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall amendments thereto promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesfiling thereof as Carnegie may reasonably request. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees Granite State and Primary Bank shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither Primary Bank nor any Primary Bank Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Granite State, and promptly (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to do or cause the best of its ability permit to be done all things necessarytaken, proper any action that would substantially impair the prospects of completing the Merger pursuant to this Agreement and the Plan of Merger; provided that nothing herein contained shall preclude Granite State or advisable Primary Bank from exercising its rights under applicable laws this Agreement or the Option Agreement. (b) Granite State shall promptly prepare, subject to the review and regulations consent of Primary Bank with respect to consummate and make effective matters relating to the transactions contemplated by this Agreement, a Prospectus/Proxy Statement to be filed by Granite State with the SEC and to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, which Prospectus/Proxy statement shall conform to all applicable legal requirements. Granite State shall, as promptly as practicable following the preparation thereof, file the Registration Rights Agreement, Statement with the Contingent Value Right Agreement SEC and Primary Bank and Granite State shall use all reasonable efforts to have the Stockholders Agreement, subject to Registration Statement declared effective under the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As Securities Act as promptly as practicable after such filing. Granite State will advise Primary Bank, promptly after Granite State receives notice thereof, of the date hereof (it being understood that time when the relevant stockholders' meeting is anticipated to occur on May 12Registration Statement has become effective or any supplement or amendment has been filed, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, of the issuance of any stop order or the suspension of the qualification of the shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed capital stock issuable pursuant to the Company's stockholdersRegistration Statement, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of or the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company initiation or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt threat of any comments from the SEC proceeding for any such purpose, or its staff and of any request by the SEC for the amendment or its staff or any other government officials for amendments or supplements to supplement of the Proxy Registration Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filinginformation. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company Granite State shall use its commercially reasonable best efforts to obtain obtain, prior to the consents set forth in each effective date of Schedules 3.4(d)-Athe Registration Statement, 3.4(d)-B all necessary state securities laws or "Blue Sky" permits and 3.4(d)-C.approvals required to carry out the transactions contemplated by this Agreement. Granite State will provide Primary Bank with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as Primary Bank may reasonably request.

Taking of Necessary Action. (a) Each party hereto agrees First Jermyn and Upper Valley shall each use its best efforts in good faith, and each of them shall cause its Subsidiaries to use its commercially reasonable their best efforts promptly in good faith, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.03 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and promptly the Bank Merger including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither Upper Valley nor any Upper Valley Subsidiary shall agree to do make any payments or cause modifications to agreements in connection therewith without the prior written consent of First Jermyn, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be done taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude First Jermyn or Upper Valley from exercising its rights under this Agreement. (b) Upper Valley and First Jermyn shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and to be filed by First Jermyn with the SEC in the Registration Statement, which Prospectus/Proxy statement shall conform in all things necessarymaterial respects to all applicable legal requirements. First Jermyn shall, proper as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and Upper Valley and First Jermyn shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. First Jermyn will advise Upper Valley, promptly after First Jermyn receives notice thereof, of the time when the Registration Statement has become effective or advisable under applicable any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. First Jermyn shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and regulations approvals required to consummate and make effective carry out the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders First Jermyn will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly provide Upper Valley with as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with many copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy such Registration Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall amendments thereto promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votesfiling thereof as Upper Valley may reasonably request. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

Taking of Necessary Action. (a) Each party hereto agrees to use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, the Registration Rights Loan Agreement, the Contingent Value Right Registration Rights Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary including, without limitation, to cause all necessary or appropriate amendments to the Operating Partnership's Partnership Agreement; provided, however, this proviso shall not apply to a party's ability to exercise its discretionary rights hereunder to the extent such party's obligations hereunder are conditioned upon the performance of certain conditions precedent set forth which shall be satisfactory to such party in Article 7 such party's sole discretion. The Company shall use its best efforts promptly to take or cause to be satisfied. Each party acknowledges that taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws or regulations to consummate and make effective the Company's stockholders' meeting at which Charter Amendment and the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998IRS Approval. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998)hereof, the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approveapprove the Charter Amendment and other matters in connection with the transactions contemplated hereby as the Company may reasonably suggest and the Buyer may reasonably request, among other things, the issuance of shares of Company Common Stock contemplated herebywhich proposed Charter Amendment shall be in form and substance satisfactory to Buyer. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company shall use its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreement. (c) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts to obtain the consents set forth in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.reasonable

Taking of Necessary Action. (a) Each party hereto agrees Subject to the terms and conditions of this Agreement, Northwest and Skibo shall each use its commercially reasonable best efforts promptly in good faith, axx xxch of them shall cause its Subsidiaries to take use their reasonable best efforts in good faith, to take, or cause to be taken taken, all action actions, and promptly to do do, or cause to be done done, all things necessary, proper or advisable under applicable laws so as to permit consummation of the Merger and regulations the other transactions contemplated hereby as soon as practicable after the date hereof, and otherwise to consummate enable consummation of such transactions, including the satisfaction of the conditions set forth in Article VI hereof, and make effective shall cooperate fully with the other parties hereto to that end. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the other transactions contemplated hereby pursuant to this Agreement; provided that nothing herein contained shall preclude a party to this Agreement from exercising its rights under this Agreement. (b) Skibo Financial shall prepare, subject to the review of Northwesx xxxh respect to matters relating to Northwest and the transactions contemplated by this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Stockholder Proxy Statement") , which shall be filed by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled Skibo Financial with the SEC and as it may be mailed to the Company's stockholders, shall be stockholders of Sxxxx Financial in form and substance reasonably satisfactory to Buyer. The Company shall use connection with the meeting of its reasonable efforts to respond to any comments of the SEC, and to cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the xxx transactions contemplated hereby, and state takeover laws which shall conform to all applicable legal requirements. Should it be required by Regulatory Authorities, Skibo MHC shall prepare, subject to the review and consent of Norxxxxxt with respect to matters relating to Northwest and the transactions contemplated by this Agreement, the Member Proxy Statement, which shall be filed by Skibo MHC with the Regulatory Authorities and mailed to members xx Xxibo MHC in connection with any meeting of depositors and txx xxansactions contemplated hereby. The parties shall cooperate with each other with respect to the preparation of the Stockholder Proxy Statement and any Member Proxy Statement. Skibo Financial and Skibo MHC shall, as promptly as practicable xxxxowing the preparaxxxx thereof, file any proxy statement with the Regulatory Authorities, and use all reasonable efforts to have the Stockholder Proxy Statement mailed to stockholders, and if necessary the Member Proxy Statement mailed to members, as promptly as practicable after such filing, provided that Skibo Financial and Skibo MHC shall have received an updated Fxxxxxss Opinion as ox x xate no more than three days prior to the date of the Stockholder Proxy Statement (the "Other FilingsUpdated Fairness Opinion"). The Company Skibo Financial and Buyer First Carnegie will notify each other promptly advise Nortxxxxx of the receipt time when the Stockholder Proxy Statement and any Member Proxy Statement has been filed and mailed, and of any comments from the SEC or its staff any Regulatory Authority and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or Regulatory Authority for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or Buyer, as the case may be, shall promptly inform the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Subject to the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this Agreementinformation. (c) The Company shall call a meeting of its stockholders Northwest agrees that the information to be held as promptly as practicable supplied by Northwest for inclusion in the purpose Stockholder Proxy Statement and any Member Proxy Statement will not, at the time they are mailed, contain any untrue statement of voting upon the transactions (including the issuance of Company Common Stock) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed material fact or adjourned omit to state any material fact necessary in order to permit additional make the statements therein not misleading. The information supplied, or to be supplied, by Northwest for inclusion in the Applications will be, at the time for soliciting and obtaining additional proxies or votessuch documents are filed with any Regulatory Authority, accurate in all material respects. (d) Skibo agrees that, except for any information provided by Northwesx xxxcerning Northwest for inclusion therein, the Stockholder Proxy Statement and any Member Proxy Statement will not, at the time it or they are mailed, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading. The Company shall use its commercially reasonable best efforts information supplied, or to obtain be supplied, by Skibo for inclusion in the consents set forth Applications will be, at the time xxxx documents are filed with any Regulatory Authority, accurate in each of Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.all material aspects.

Taking of Necessary Action. (a) Each party of the Parties hereto agrees to shall use its commercially reasonable best efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable laws Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Registration Rights Agreement, the Contingent Value Right Agreement Partnership and the Stockholders Agreement, subject to the terms and conditions hereof and thereof, including all actions and things necessary to cause all conditions precedent set forth in Article 7 to be satisfied. Each party acknowledges that the Company's stockholders' meeting at which the stockholders will vote on, among other things, the transactions contemplated hereby is anticipated to occur on May 12, 1998. (b) As promptly as practicable after the date hereof (it being understood that the relevant stockholders' meeting is anticipated to occur on May 12, 1998), the Company shall prepare and file with the SEC a preliminary proxy statement (the "Proxy Statement") by which the Company's stockholders will be asked to approve, among other things, the issuance of shares of Company Common Stock contemplated hereby. The Proxy Statement as initially filed with the SEC, as it may be amended and refiled with the SEC and as it may be mailed to the Company's stockholders, shall be in form and substance reasonably satisfactory to Buyer. The Company each Purchaser shall use its commercially reasonable efforts to respond to any comments make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the SEC, and to cause Purchasers or the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. As promptly as practicable after the date hereof, the Company shall prepare and file any other filings required of the Company or its Subsidiaries under the Exchange Act, the Securities Act or any other federal, state or local laws relating to this Agreement and the transactions contemplated hereby, and state takeover laws (the "Other Filings"). The Company and Buyer will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other Filing or for additional information and will supply each other with copies of all correspondence between each of them or any of their respective representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. The Proxy Statement and any Other Filing shall comply in all material respects with all applicable requirements of law. Buyer shall provide the Company all information about Buyer required to be included or incorporated by reference in the Proxy Statement or any Other Filing and shall otherwise cooperate with the Company in taking the actions described in this paragraph. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other Filing, the Company or BuyerPartnership, as the case may be, shall promptly inform advisable for the other party of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders consummation of the Company, such amendment or supplement. Subject to transactions contemplated by the provisions of Section 5.4, the Proxy Statement shall include the recommendation of the Board that the stockholders of the Company vote in favor of and approve the issuance of Company Common Stock pursuant to this AgreementTransaction Agreements. (cb) The Company shall call a meeting of its stockholders to be held as promptly as practicable for the purpose of voting upon the transactions Partnership (including the issuance of Company Common Stocki) contemplated hereby; provided that should a quorum not be obtained at such meeting of the stockholders, the meeting of the stockholders shall be postponed or adjourned in order to permit additional time for soliciting and obtaining additional proxies or votes. (d) The Company shall use its commercially reasonable best efforts promptly to obtain take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the consents set forth transactions contemplated by the Tronox SPA; (ii) shall not amend, modify or waive any provision of the Tronox SPA, waive any condition to the closing thereunder or mutually agree to terminate the Tronox SPA without the prior written approval of the Purchasers who are obligated to purchase a majority of the Class A Convertible Preferred Units under this Agreement; provided, however, that such prior written approval shall not be required in each connection with any such amendment, modification or waiver (other than an amendment, modification or waiver of Schedules 3.4(d)-Aany condition to closing thereunder, 3.4(d)-B and 3.4(d)-C.not including any termination thereof) that would not adversely affect the Purchasers or the Partnership (either before or after giving effect to the transactions contemplated by the Tronox SPA) in any respect, provided that the Partnership provides the Purchasers at least five Business Days’ advance written notice thereof; and (iii) shall promptly notify the Purchasers of any breach that would cause a condition under the Tronox SPA to not be satisfied.