Common use of Regulatory Applications Clause in Contracts

Regulatory Applications. Buyer shall use its reasonable best efforts to file within thirty (30) days from the date hereof all applications, notices, requests for authorization or other documents with the appropriate federal or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory Applications.

Regulatory Applications. Buyer (a) Parent, Skyline and JCB and their respective Subsidiaries shall cooperate and use their reasonable best efforts (i) to prepare as soon as reasonably practicable (and in any event within 45 days) all documentation and to effect all filings with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (ii) to obtain all permits, consents, approvals and authorizations of all third parties, Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each Party shall use its reasonable best efforts to file within thirty (30) days from resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the date hereof Merger or the Bank Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided, that Parent shall not be required to agree to any condition or take any action if such agreements or the taking of such action is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 7.01(b). Each of Parent and JCB shall have the right to review in advance all applicationsmaterial written information submitted to any third party, notices, requests for authorization Regulatory Authority or other documents Governmental Authority in connection with the appropriate federal transactions contemplated by this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties, Regulatory Authorities and Governmental Authorities necessary or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary advisable to consummate the Mergertransactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the Related Mergers other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger or the Bank Merger and all the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (the "a “Regulatory Applications"Communication”). Company shall cooperate Upon the receipt of a Regulatory Communication, Parent shall, to the extent permitted by applicable law (i) promptly advise JCB, (ii) provide JCB with a reasonable opportunity to participate in the preparation of any response thereto and assist (and shall cause each Company Subsidiary the preparation of any other substantive submission or communication to cooperate and assist) with Buyer in all respects any Regulatory Authority or Governmental Authority with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications transactions contemplated hereby and to satisfy all conditions review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide JCB with the opportunity to participate in any meetings or substantive telephone conversations that Parent may be required for the approval have from time to time with any Regulatory Authority or authorization of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions Governmental Authority with respect to the approval transactions contemplated by this Agreement. (b) Each party agrees, upon request, unless prohibited by applicable law, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or authorization advisable in connection with any filing, notice or application made by or on behalf of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company party or any Company Subsidiary of its Subsidiaries to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all any third party or Regulatory Applications containing information applicable to Company Authority or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory ApplicationsGovernmental Authority.

Regulatory Applications. Buyer (a) LCNB and First Capital and their respective Subsidiaries shall cooperate and use its their respective reasonable best efforts to allow LCNB to prepare, submit and file within thirty (30) days all applications and requests for regulatory approval, to timely effect all filings and to obtain all consents, approvals and/or authorizations of all the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. In exercising the rights under this Section, each of the parties hereto agrees to act reasonably and as promptly as practicable. LCNB agrees that it will consult with the First Capital with respect to the obtaining of all material consents, approvals and authorizations from the date hereof all applicationsRegulatory Authorities necessary to consummate the transactions contemplated by this Agreement and to keep First Capital apprised of the status of material matters relating to obtainment of such consents, noticesapprovals and/or authorizations from the Regulatory Authorities including without limitation informing First Capital of any written comments by, or requests for authorization or other documents additional information from, the Regulatory Authorities with respect to the applications and requests for regulatory approval. First Capital 44 shall have the right to review in advance, subject to applicable laws relating to the exchange of Information, all material written information submitted to the Regulatory Authorities in connection with the appropriate federal or state bank regulatory authoritiestransactions contemplated by this Agreement. Notwithstanding the forgoing sentence, neither First Capital nor Citizens shall have any right to review and/or inspect any proprietary information submitted by LCNB to any Regulatory Authority, including, but not limited toto any business plan and/or financial data or analysis prepared by LCNB in relation to such consents, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning approvals and/or authorizations from the Regulatory Applications Authorities. (b) First Capital agrees, upon request, to furnish LCNB with all information concerning itself, its Subsidiary, directors, officers and to satisfy all conditions that shareholders and such other matters as may be reasonably necessary, advisable and/or required for the approval in connection with any filing, notice or authorization application made by or on behalf of the LCNB or Bank to any Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory ApplicationsAuthority.

Regulatory Applications. Buyer (a) Civista and Comunibanc and their respective Subsidiaries shall cooperate and use its their respective commercially reasonable best efforts to allow Civista to prepare, submit and file within thirty (30) days all applications and requests for regulatory approval, to timely effect all filings and to obtain all consents, approvals and/or authorizations of all the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. In exercising the rights under this Section 6.09, each of the parties hereto agrees to act reasonably and as promptly as practicable. Civista agrees that it will consult with Comunibanc with respect to the obtaining of all material consents, approvals and authorizations from the date hereof Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement and to keep Comunibanc apprised of the status of material matters relating to obtainment of such consents, approvals and/or authorizations from the Regulatory Authorities. Comunibanc shall have the right to review in advance, subject to applicable laws relating to the exchange of information, all applicationsmaterial written information submitted to the Regulatory Authorities in connection with the transactions contemplated by this Agreement. Notwithstanding the forgoing sentence, notices, requests for authorization Comunibanc shall not have any right to review and/or inspect any competitively sensitive business or other documents with the appropriate federal or state bank regulatory authoritiesproprietary information submitted by Civista to any Regulatory Authority, including, but not limited toto any business plan and/or financial data or analysis prepared by Civista in relation to such consents, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning approvals and/or authorizations from the Regulatory Applications Authorities. (b) Comunibanc agrees, upon request, to furnish Civista with all information concerning itself, ▇▇▇▇▇ County Bank and to satisfy all conditions that their directors, officers and shareholders and such other matters as may be reasonably necessary, advisable and/or required for the approval in connection with any filing, notice or authorization application made by or on behalf of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company Civista or any Company Subsidiary of its Subsidiaries to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all any Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory ApplicationsAuthority.

Regulatory Applications. Buyer shall (a) The Company and Parent and their respective Subsidiaries will cooperate and use its reasonable best efforts to prepare as promptly as practicable all documentation, to make all filings and to obtain all consents, approvals, permits and other authorizations of all Governmental Authorities and third parties to consummate the Merger and the other transactions contemplated hereby, including the Other Mergers (the “Requisite Regulatory Approvals”). Each of the Company and Parent will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. Each party agrees that it will consult with the other party with respect to obtaining all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated hereby and each party will keep the other party appraised of the status of material matters relating to completion of the transactions contemplated hereby. Parent agrees that it shall file within thirty (30) days from the date hereof all applications, required applications and notices, requests for authorization or other documents with the appropriate federal or state bank regulatory authoritiesas applicable, including, but not limited to, the OBRE, the OCC, to the Federal Reserve Board and under the FDICBHC Act, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation Office of Thrift Supervision under HOLA, and filing of all Regulatory Applications. Buyer shall use reasonable efforts applications and notices to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications and to satisfy all conditions that may be required for New York State Banking Department or Banking Board under the approval or authorization NYBL within 45 days of the Regulatory Applicationsdate hereof; provided, however, that Buyer Parent shall not be deemed to have no obligation to accept non-standard conditions or restrictions with respect breached the foregoing to the approval or authorization extent it failed to file such applications due to the failure of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company to promptly furnish to Parent all information concerning 29 the Company, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any Company Subsidiarysuch notice or application, Buyer or the Surviving Corporationas applicable, as requested by Parent. In addition, the event Company and its Subsidiaries shall, at the request of an adverse or unfavorable determination by any regulatory authorityParent, or assist Parent in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceedingpreparation of and/or prepare, whether by the United States Department of Justice or otherwiseas applicable, the determination of whether or to what extent to seek appeal or reviewall documentation, administrative or otherwiseassist Parent in making and/or make, or as applicable, all filings and assist Parent in obtaining and/or obtain, as applicable, all consents, approvals, permits and other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy authorizations of all public portions of all Regulatory Applications Governmental Authorities and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company third parties, in advance of filing them each case, as promptly as practicable following such request, in order to provide convert the Company Bank into a New York chartered commercial bank effective immediately after the Effective Time. (b) The Company and Parent will, upon request, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party or Governmental Authority in connection with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory Applicationstransactions contemplated hereby.

Regulatory Applications. Buyer (a) Parkway, Skyline and GSB and their respective Subsidiaries shall cooperate and use their reasonable best efforts (i) to prepare as soon as reasonably practicable all documentation and to effect all filings with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (ii) to obtain all permits, consents, approvals and authorizations of all third parties, Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each Party shall use its reasonable best efforts to file within thirty (30) days from resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the date hereof Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided, that Parkway shall not be required to agree to any condition or take any action if such agreements or the taking of such action is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 7.01(b). Each of Parkway and GSB shall have the right to review in advance all applicationsmaterial written information submitted to any third party, notices, requests for authorization Regulatory Authority or other documents Governmental Authority in connection with the appropriate federal transactions contemplated by this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties, Regulatory Authorities and Governmental Authorities necessary or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary advisable to consummate the Mergertransactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the Related Mergers other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger and all the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (the a "Regulatory ApplicationsCommunication"). Company shall cooperate Upon the receipt of a Regulatory Communication, Parkway shall, to the extent permitted by applicable law (i) promptly advise GSB, (ii) provide GSB with a reasonable opportunity to participate in the preparation of any response thereto and assist (and shall cause each Company Subsidiary the preparation of any other substantive submission or communication to cooperate and assist) with Buyer in all respects any Regulatory Authority or Governmental Authority with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications transactions contemplated hereby and to satisfy all conditions review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide GSB with the opportunity to participate in any meetings or substantive telephone conversations that Parkway may be required for the approval have from time to time with any Regulatory Authority or authorization of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions Governmental Authority with respect to the approval transactions contemplated by this Agreement. (a) Each party agrees, upon request, unless prohibited by applicable law, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or authorization advisable in connection with any filing, notice or application made by or on behalf of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company party or any Company Subsidiary of its Subsidiaries to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all any third party or Regulatory Applications containing information applicable to Company Authority or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory ApplicationsGovernmental Authority.

Regulatory Applications. The Buyer shall use its reasonable best efforts to file as promptly as reasonably practicable following the date of this Agreement (but in any case within thirty forty-five (3045) days from the date hereof hereof) all applications, notices, requests for authorization or other documents with the appropriate federal federal, state or state foreign bank regulatory authorities, including OSFI, the FDIC, the Federal Reserve Board, the WDFI Division of Banking and the IDB, necessary to consummate the transactions contemplated by this Agreement, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board Merger and the FDIC, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement Plan of Merger (the "“Regulatory Applications"”). The Company shall cooperate and assist (and shall cause each Subsidiary of the Company Subsidiary to cooperate and assist) with the Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. The Buyer shall use reasonable efforts to respond as promptly as reasonably practicable to all inquiries received concerning the Regulatory Applications and shall use Commercially Reasonable Efforts to satisfy all conditions that may be required for the approval or authorization of the Regulatory Applications; provided, however, that the Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by the Buyer in its sole discretion that such conditions or restrictions would have create a Material Adverse Effect on Company, any with respect to the Company Subsidiary, or the Buyer or materially lessen the Surviving Corporationbenefits of the transactions contemplated by this Agreement. In the event of an adverse or unfavorable determination by any regulatory authorityGovernmental Entity, or in the event the Merger or Related Mergers are is challenged or opposed by any administrative or legal proceedingProceeding, whether by the United States Department of Justice or otherwise, the determination of Buyer and the Company shall cooperate in determining whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer consistent with their obligations in its sole discretionSection 6.09. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. The Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to the Company or a Subsidiary of the Company Subsidiary to the Company promptly after such applications are filed with the appropriate regulatory authorityGovernmental Entity. The Buyer shall advise the Company periodically of the status of the Regulatory ApplicationsApplications upon request.

Regulatory Applications. Buyer shall (a) The Company and Parent and their respective Subsidiaries will cooperate and use its reasonable best efforts to prepare as promptly as practicable all documentation, to make all filings and to obtain all consents, approvals, permits and other authorizations of all Governmental Authorities and third parties to consummate the Merger and the other transactions contemplated hereby, including the Other Mergers (the "Requisite Regulatory Approvals"). Each of the Company and Parent will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the Requisite Regulatory Approvals. In exercising the foregoing right, each of the parties will act reasonably and as promptly as practicable. Each party agrees that it will consult with the other party with respect to obtaining all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated hereby and each party will keep the other party appraised of the status of material matters relating to completion of the transactions contemplated hereby. Parent agrees that it shall file within thirty (30) days from the date hereof all applications, required applications and notices, requests for authorization or other documents with the appropriate federal or state bank regulatory authoritiesas applicable, including, but not limited to, the OBRE, the OCC, to the Federal Reserve Board and under the FDICBHC Act, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation Office of Thrift Supervision under HOLA, and filing of all Regulatory Applications. Buyer shall use reasonable efforts applications and notices to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications and to satisfy all conditions that may be required for New York State Banking Department or Banking Board under the approval or authorization NYBL within 45 days of the Regulatory Applicationsdate hereof; provided, however, that Buyer Parent shall not be deemed to have no obligation to accept non-standard conditions or restrictions with respect breached the foregoing to the approval or authorization extent it failed to file such applications due to the failure of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company to promptly furnish to Parent all information concerning the Company, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any Company Subsidiarysuch notice or application, Buyer or the Surviving Corporationas applicable, as requested by Parent. In addition, the event Company and its Subsidiaries shall, at the request of an adverse or unfavorable determination by any regulatory authorityParent, or assist Parent in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceedingpreparation of and/or prepare, whether by the United States Department of Justice or otherwiseas applicable, the determination of whether or to what extent to seek appeal or reviewall documentation, administrative or otherwiseassist Parent in making and/or make, or as applicable, all filings and assist Parent in obtaining and/or obtain, as applicable, all consents, approvals, permits and other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy authorizations of all public portions of all Regulatory Applications Governmental Authorities and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company third parties, in advance of filing them each case, as promptly as practicable following such request, in order to provide convert the Company Bank into a New York chartered commercial bank effective immediately after the Effective Time. (b) The Company and Parent will, upon request, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries with or to any third party or Governmental Authority in connection with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory Applicationstransactions contemplated hereby.

Regulatory Applications. Buyer (a) LCNB and CNNB and their respective Subsidiaries shall cooperate and use its their respective reasonable best efforts to allow LCNB to prepare and submit and file within thirty (30) days all applications and requests for regulatory approval, to timely effect all filings and to obtain all consents, approvals and/or authorizations of all the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. In exercising the rights under this Section 6.09, each of the parties hereto agrees to act reasonably and as promptly as practicable and LCNB agrees that it will consult with CNNB with respect to the obtaining of all material consents, approvals and authorizations from the date hereof Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement and to keep CNNB apprised of the status of material matters relating to obtainment of such consents, approvals and/or authorizations from the Regulatory Authorities. CNNB shall have the right to review in advance, subject to applicable laws relating to the exchange of information, all applicationsmaterial written information submitted to the Regulatory Authorities in connection with the transactions contemplated by this Agreement. Notwithstanding the forgoing sentence, notices, requests for authorization CNNB shall not have any right to review and/or inspect any competitively sensitive business or other documents with the appropriate federal or state bank regulatory authoritiesproprietary information submitted by LCNB to any Regulatory Authority, including, but not limited toto any business plan and/or financial data or analysis prepared by LCNB in relation to such consents, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning approvals and/or authorizations from the Regulatory Applications Authorities. (b) CNNB agrees, upon request, to furnish LCNB with all information concerning itself, Cincinnati Federal and to satisfy all conditions that its Subsidiaries, and their directors, officers and shareholders and such other matters as may be reasonably necessary, advisable and/or required for the approval in connection with any filing, notice or authorization application made by or on behalf of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company LCNB or any Company Subsidiary of its Subsidiaries to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all any Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory ApplicationsAuthority.

Regulatory Applications. Buyer (a) Purchaser shall, as soon as practicable, file applications or notices with the applicable Governmental Authorities seeking requisite approval of the transactions contemplated in this Agreement, and shall use its reasonable best efforts to file within thirty (30) days from the date hereof all applications, notices, requests for authorization or other documents with the appropriate federal or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer shall use commercially reasonable efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization of the Regulatory Applicationssaid applications; provided, however, that Buyer Purchaser shall have no obligation to accept non-standard nonstandard conditions or restrictions with respect to the approval or authorization aforesaid approvals of the Regulatory Applications Governmental Authorities if it shall reasonably be determined by Buyer in its sole discretion determine that such conditions or restrictions would have a Material Adverse Effect material adverse effect on Company, any Company Subsidiary, Buyer Purchaser and its subsidiaries taken as a whole or the Surviving Corporationwould be materially burdensome to Purchaser and its subsidiaries taken as a whole. In the event of an adverse or unfavorable determination by any regulatory authorityGovernmental Authority with respect to the requisite approvals of the transactions contemplated in this Agreement, or in the event such Governmental Authority's approval of the transactions contemplated in this Agreement is subject to nonstandard conditions or restrictions, or in the event the Merger or Related Mergers transactions contemplated in this Agreement are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or and to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretionPurchaser after consultation with the Company. Buyer Except for confidential portions reflecting pro forma financial information prepared by Purchaser, Purchaser shall deliver a copy draft of all public portions regulatory applications to the Company prior to filing them and copies of all Regulatory Applications responses from or written communications from regulatory authorities relating to the Merger or this Agreement, and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer Purchaser shall deliver a final copy of all regulatory applications to the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications they are filed with the appropriate regulatory authority. Buyer shall advise . (b) The Company periodically shall, as soon as practicable, file an application or notice with the IDI to obtain requisite approval of the status change in ownership of the Regulatory ApplicationsCompany Insurance Subsidiary resulting from the Bank Merger to properly maintain the IDI license held by the Company Insurance Subsidiary, and shall use its commercially reasonable efforts to respond as promptly as practicable to all inquiries received concerning said application or notice. The Company shall deliver a draft of such application or notice to Purchaser prior to filing and copies of all responses from or written communications from the IDI relating thereto, and the Company shall deliver a final copy of such application or notice to Purchaser promptly after it is filed with the IDI. (c) Each party will use all reasonable efforts and will cooperate in all reasonable respects with the other party in taking all reasonable actions necessary to obtain all of the foregoing regulatory approvals and consents at the earliest practicable time, including participating in any required hearings or proceedings.

Regulatory Applications. Buyer (a) United and Benchmark and their respective Subsidiaries shall cooperate and use its their respective reasonable best efforts to allow United to prepare, submit and file within thirty (30) days all applications and requests for regulatory approval, to timely effect all filings and to obtain all consents, approvals and/or authorizations of all the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. In exercising the rights under this Section, each of the parties hereto agrees to act reasonably and as promptly as practicable. United agrees that it will consult with the Benchmark with respect to the obtaining of all material consents, approvals and authorizations from the date hereof Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement and to keep Benchmark apprised of the status of material matters relating to obtainment of such consents, approvals and/or authorizations from the Regulatory Authorities. Benchmark shall have the right to review in advance, subject to applicable laws relating to the exchange of Information, all applications, notices, requests for authorization or other documents material written information submitted to the Regulatory Authorities in connection with the appropriate federal or state bank regulatory authoritiestransactions contemplated by this Agreement. Notwithstanding the forgoing sentence, neither Benchmark nor Benchmark Bank shall have any right to review and/or inspect any information submitted in a confidential volume to the Regulatory Authorities, including, but not limited toto any business plan and/or financial data or analysis prepared by United in relation to such consents, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning approvals and/or authorizations from the Regulatory Applications Authorities. (b) Benchmark agrees, upon reasonable request, to furnish United with all information concerning itself, its Subsidiaries, directors, officers and to satisfy all conditions that shareholders and such other matters as may be reasonably necessary and/or required for the approval in connection with any filing, notice or authorization application made by or on behalf of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary of its Subsidiaries to Company in advance of filing them in order any Regulatory Authority, subject to provide Company with the opportunity to review applicable law and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory Applicationsregulation.

Regulatory Applications. Buyer shall use its reasonable best efforts to file within thirty (30a) days from Wyeth-Ayerst will be responsible for preparing and filing all applications for Regulatory Approval of the date hereof all applications, notices, requests for authorization or other documents Product in the Territory in accordance with the appropriate federal International Development Plan. Wyeth-Ayerst will file all such applications jointly in Wyeth-Ayerst's and Aviron's name, provided that if the IDC determines that such joint filing is not necessary for a particular application, Wyeth-Ayerst shall file such application solely in Wyeth-Ayerst's name. Wyeth-Ayerst shall be responsible for prosecuting all such applications. Wyeth-Ayerst shall have the right to use all data and reports generated in the conduct of the International Development Plan for the filing of applications for Regulatory Approval in the Field and in the Territory. (b) Effectively only upon the expiration or state bank regulatory authoritiestermination of the Agreement, includingWyeth-Ayerst hereby assigns its entire right, but not limited totitle and interest in and to all Regulatory Approvals and applications therefor filed by Wyeth-Ayerst pursuant to subsection (a) above to Aviron, the OBREand shall promptly execute all instruments, the OCC, the Federal Reserve Board and the FDICtake all other actions, necessary or useful to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications effect such assignment and to satisfy all conditions that transfer such Regulatory Approvals and applications to Aviron, including without limitation complying with Commission Regulation (EC) 2141/96 of 7 November 1996, as may be required for amended from time to time, where applicable, and any other procedures set forth in any applicable regulation, rule or guideline governing the approval or authorization transfer of such Regulatory Approvals and applications in the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporationrelevant jurisdiction. In the event of an adverse or unfavorable determination by any regulatory authority, or [***] in the event that [***] pursuant to Section [***] hereof. (i) At least six (6) months prior to the Merger expiration of this Agreement, or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether such other period of time as mutually agreed to by the United States Department of Justice or otherwiseParties in writing, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies Wyeth-Ayerst shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory Applications.-------- [***]=CONFIDENTIAL TREATMENT REQUESTED

Regulatory Applications. Buyer (a) Subject to the terms and conditions of this Agreement, each of Purchaser and Group and their respective Subsidiaries shall cooperate and use its their respective reasonable best efforts to file within thirty (30) days prepare as promptly as practicable all documentation, to make all filings with and to obtain all Consents and Permits from the date hereof all applications, notices, requests for authorization or other documents with the appropriate federal or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary Governmental Authorities required to consummate the Merger, Transactions and the Related Mergers and all other transactions contemplated hereby and by this Agreement the Ancillary Agreements (the "Regulatory Applications"). Company shall cooperate such Consents and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects Permits, including those required with respect to the preparation IABF Transactions, the “Requisite Regulatory Approvals,” it being understood that it shall be the primary responsibility of Sellers (with Purchaser’s cooperation) to procure the (i) Consents listed in clauses (G), (H), (I), (J) and filing (K) of the definition of the term “Seller Regulatory Consents” and (ii) any other Consent with respect to the IABF and the IABF Transactions) and shall make all necessary filings in respect of the Requisite Regulatory Applications. Buyer Approvals of non-US, federal and state banking authorities relating to the Transactions as promptly as practicable, but in any event within 20 Business Days after the date hereof (in the case of Purchaser assuming the full cooperation of the Sellers, and in the case of the Sellers assuming the full cooperation of Purchaser), and shall use reasonable efforts to respond make all other necessary filings in respect of the Requisite Regulatory Approvals as promptly as practicable after the date hereof. After the date hereof, each of Purchaser and Group shall have the right to all inquiries received concerning the Regulatory Applications review in advance, and to satisfy all conditions that may be required for the approval or authorization extent practicable each shall consult with the other, in each case subject to applicable Laws relating to the exchange of the Regulatory Applications; providedinformation, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to all nonconfidential, material written information submitted to any third party or any Governmental Authority in connection with any Requisite Regulatory Approval. In exercising the approval or authorization foregoing right, each of the Regulatory Applications if Purchaser and Group and their respective Subsidiaries shall act reasonably and as promptly as practicable. Each of Purchaser and Group agrees that it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company consult with the opportunity other with respect to review obtaining all material Permits and comment upon Consents from all Governmental Authorities necessary or advisable to consummate the same; providedtransactions contemplated hereby as promptly as practicable, however, Buyer and each of Purchaser and Group shall have no obligation to accept such comments. Buyer shall deliver a final copy of keep the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically other reasonably appraised of the status of material matters relating to the completion of the transactions contemplated hereby (for the avoidance of doubt, including the status of matters relating to the completion of the IABF Transactions). Notwithstanding the foregoing and anything else in this Agreement, nothing contained herein shall be deemed to require Purchaser to (and Sellers shall not without Purchaser’s prior written consent agree to) take any action, or commit to take any action, or agree to any condition or restriction in connection with obtaining the foregoing Requisite Regulatory ApplicationsApprovals and other Permits, Consents, approvals and authorizations of Governmental Authorities or in consummating the IABF Transactions, (i) that would reasonably be expected to have a material adverse effect on Purchaser and the business of the Sales Package Companies (taken as a whole) after giving effect to the transactions contemplated hereby or (ii) that involves any material change adverse to Purchaser or the Sales Package Companies in the terms and provisions of the IABF Transactions and obligations arising therefrom or that would reasonably be expected to cause Section 5.02(jj) to not be true and correct in all material respects at Closing (either of (i) or (ii), a “Materially Burdensome Regulatory Condition”). (b) Each of Purchaser and Group shall, upon request, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of it or any of its Subsidiaries with or to any third party or Governmental Authority in connection with the transactions contemplated hereby.

Regulatory Applications. Buyer (a) LCNB and BNB and their respective Subsidiaries shall cooperate and use its their respective reasonable best efforts to allow LCNB to prepare, submit and file within thirty (30) days all applications and requests for regulatory approval, to timely effect all filings and to obtain all consents, approvals and/or authorizations of all the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. In exercising the rights under this Section, each of the parties hereto agrees to act reasonably and as promptly as practicable. LCNB agrees that it will consult with BNB with respect to the obtaining of all material consents, approvals, waivers and authorizations from the date hereof Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement and to keep BNB apprised of the status of material matters relating to obtainment of such consents, approvals, waivers and/or authorizations from the Regulatory Authorities. BNB shall have the right to review in advance, subject to applicable laws relating to the exchange of Information, all applications, notices, requests for authorization or other documents material written information submitted to the Regulatory Authorities in connection with the appropriate federal or state bank regulatory authoritiestransactions contemplated by this Agreement. Notwithstanding the forgoing sentence, neither BNB nor BNB Bank shall have any right to review and/or inspect any proprietary information submitted by LCNB to any Regulatory Authority, including, but not limited toto any business plan and/or financial data or analysis prepared by LCNB in relation to such consents, the OBREapprovals, the OCC, the Federal Reserve Board and the FDIC, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning waivers and/or authorizations from the Regulatory Applications Authorities. (b) BNB agrees, upon request, to furnish LCNB with all information concerning itself, BNB Bank, directors, officers and to satisfy all conditions that shareholders and such other matters as may be reasonably necessary, advisable and/or required for the approval in connection with any filing, notice or authorization application made by or on behalf of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company LCNB or any Company Subsidiary of its Subsidiaries to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all any Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory ApplicationsAuthority.

Regulatory Applications. Buyer (a) BB and MCB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to prepare and execute all documentation (including, in the case of BB, such documentation on behalf of BB Bank as may be necessary in connection with the Bank Merger), to effect all filings, and to obtain all permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement, including, without limitation, any such approvals or authorizations required by the Federal Reserve Board, the DFI, the FDIC and the regulatory authorities of the states and foreign jurisdictions in which MCB, BB and their respective Subsidiaries operate, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations, and (iii) to cause the Reorganization to be consummated as expeditiously as practicable. BB agrees to use its reasonable best efforts to file within thirty (30) days from the date hereof all applications, notices, requests for authorization or other documents requisite applications to be filed by it with the appropriate federal or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDICregulatory authorities of the states and foreign jurisdictions in which MCB and its Subsidiaries operate as promptly as practicable. Each of BB and MCB shall have the right to review in advance, and, to the extent practicable, each will consult with the other, in each case, subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Regulatory Authorities in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Regulatory Authorities necessary or advisable to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (and each party will keep the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) 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 may be reasonably necessary or advisable in connection with the Registration Statement, the Joint Proxy Statement or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Regulatory ApplicationsAuthority in connection with the transactions contemplated hereby.

Regulatory Applications. Buyer (a) PNC and the Company shall cooperate and use its their respective reasonable best efforts to file within thirty (30) days from the date hereof prepare as promptly as possible all applicationsdocumentation, noticesto effect all filings and to obtain all permits, requests for authorization or other documents with the appropriate federal or state bank regulatory authoritiesconsents, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board approvals and the FDIC, authorizations of all third parties and Governmental Entities necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement Plan, and PNC shall file or amend, to the extent necessary, its applications for approval of the Merger and the Bank Transfer by the Board of Governors of the Federal Reserve (the "Regulatory ApplicationsBOARD OF GOVERNORS") and the Office of the Comptroller of the Currency (the "OCC"), respectively, within eight (8) business days of the date hereof, and shall promptly make all other necessary regulatory filings. Each of PNC and the Company shall cooperate have the right to review in advance, and assist (to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Entity in connection with the transactions contemplated by this Plan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and shall cause each Company Subsidiary to cooperate and assist) as promptly as practicable. Each party hereto agrees that it will consult with Buyer in all respects the other party hereto with respect to the preparation and filing obtaining of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications material permits, consents, approvals and to satisfy all conditions that may be required for the approval or authorization of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy authorizations of all public portions of all Regulatory Applications third parties and all non-public portions of Regulatory Applications that relate Governmental Entities necessary or advisable to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with consummate the opportunity to review transactions contemplated by this Plan and comment upon each party will keep the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically other party appraised of the status of material matters relating to completion of the Regulatory Applicationstransactions contemplated hereby. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Company or PNC to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities other than those reasonably contemplated by the Disclosure Schedule of the Company, that would reasonably be expected to have a material adverse effect (measured on a scale relative to the Company) on either PNC or the Company (a "MATERIALLY BURDENSOME REGULATORY CONDITION"). (b) 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 may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries with or to any third party or Governmental Entity.

Regulatory Applications. Buyer (a) Peoples and Premier Financial and their respective Subsidiaries shall cooperate and use its their respective reasonable best efforts to allow Peoples to prepare, submit and file within thirty (30) days all applications and requests for regulatory approval, to timely effect all filings and to obtain all consents, approvals and/or authorizations of all the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. In exercising the rights under this Section 6.09, each of the parties hereto agrees to act reasonably and as promptly as practicable. Peoples agrees that it will consult with Premier Financial with respect to the obtaining of all material consents, approvals and authorizations from the date hereof Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement and to keep Premier Financial apprised of the status of material matters relating to obtainment of such consents, approvals and/or authorizations from the Regulatory Authorities. Premier Financial shall have the right to review in advance, subject to applicable laws relating to the exchange of information, all applicationsmaterial written information submitted to the Regulatory Authorities in connection with the transactions contemplated by this Agreement. Notwithstanding the forgoing sentence, notices, requests for authorization Premier Financial shall not have any right to review and/or inspect any competitively sensitive business or other documents with the appropriate federal or state bank regulatory authoritiesproprietary information submitted by Peoples to any Regulatory Authority, including, but not limited toto any business plan and/or financial data or analysis prepared by Peoples in relation to such consents, approvals and/or authorizations from the OBRERegulatory Authorities. (b) Premier Financial agrees, the OCCupon request, the Federal Reserve Board to furnish Peoples with all information concerning itself, Citizens Bank and the FDICPremier Bank, necessary and their directors, officers and shareholders and such other matters as may be reasonably necessary, advisable and/or required in connection with any filing, notice or application made by or on behalf of Peoples or any of its Subsidiaries to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement any Regulatory Authority. Table of Contents (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assistc) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer Premier Financial shall use reasonable best efforts to respond prepare and file all necessary documentation, notices or filings as may be required relative to Section 4.01(t) of the Premier Financial Disclosure Schedule to obtain, if applicable, as promptly as practicable all authorizations of Regulatory Authority which are necessary or advisable or otherwise cause to all inquiries received concerning consummate the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization transactions contemplated in Section 4.01(t) of the Regulatory Applications; provided, however, Premier Financial Disclosure Schedule. Premier Financial agrees that Buyer shall have no obligation to accept non-standard conditions or restrictions it will consult with Peoples with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined documentation, notices and/or filings required by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or this subsection and to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically keep Peoples apprised of the status of the Regulatory Applicationsmaterial matters relating to such notices and/or filings.

Regulatory Applications. Buyer (a) Each of RBB Bancorp, RBB, PGB and the Bank shall cooperate and use its their respective reasonable best efforts to file within thirty (30) days from the date hereof prepare and file, or cause to be filed, all applicationsdocumentation, to effect all necessary notices, requests for authorization reports and other filings and to obtain all permits, consents, approvals and authorizations necessary or other documents with the appropriate federal or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary advisable to be obtained from any third parties and/or Governmental Authorities in order to consummate the PGB Merger, the Related Mergers and all RBB Bancorp Merger, the RBB Merger, or any of the other transactions contemplated by this Agreement Agreement; and any initial filings with Governmental Authorities shall be made by RBB Bancorp or RBB as soon as reasonably practicable after the execution hereof, but in no event later than forty-five (45) days after the "Regulatory Applications")date of this Agreement. Company Each of RBB Bancorp, RBB, PGB and the Bank shall cooperate have the right to review in advance, and assist (to the extent practicable each shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party and/or any Governmental Authority in connection with the PGB Merger, the RBB Bancorp Merger, the RBB Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it shall cause each Company Subsidiary to cooperate and assist) consult with Buyer in all respects the other parties hereto with respect to the preparation and filing obtaining of all Regulatory Applications. Buyer material permits, consents, approvals and authorizations of all third parties and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning keep the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization other parties apprised of the Regulatory Applications; providedstatus of material matters relating to completion of the transactions contemplated hereby (including promptly furnishing the other with copies of notices or other communications received by RBB Bancorp, howeverRBB, that Buyer shall have no obligation to accept non-standard conditions PGB or restrictions the Bank, as the case may be, from any third party and/or Governmental Authority with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwisePGB Merger, the determination of whether or RBB Bancorp Merger, the RBB Merger and the other transactions contemplated by this Agreement). (b) Each party agrees, upon request, to what extent furnish the other parties with all information known to seek appeal or review, administrative or otherwise, or other appropriate remedies it (which Knowledge shall be deemed to include Knowledge which could be acquired after reasonable due inquiry) concerning itself, its Subsidiaries, directors, advisory directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made solely by Buyer in its sole discretion. Buyer shall deliver a copy or on behalf of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate such other parties to Company any third party or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory ApplicationsGovernmental Authority.

Regulatory Applications. Buyer (a) Bay Banks, Virginia BanCorp and their respective Subsidiaries shall cooperate and use their reasonable best efforts (i) to prepare within 60 days of the date of this Agreement all documentation and to effect all filings with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (ii) to obtain all permits, consents, approvals and authorizations of all third parties, Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each Party shall use its reasonable best efforts to file within thirty (30) days from resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the date hereof Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided, that Bay Banks shall not be required to agree to any condition or take any action if such agreements or the taking of such action is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 8.01(b). Each of Virginia BanCorp and Bay Banks shall have the right to review in advance all applicationsmaterial written information submitted to any third party, notices, requests for authorization Regulatory Authority or other documents Governmental Authority in connection with the appropriate federal transactions contemplated by this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties, Regulatory Authorities and Governmental Authorities necessary or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary advisable to consummate the Mergertransactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the Related Mergers other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger and all the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (the "a “Regulatory Applications"Communication”). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect Upon the receipt of a Regulatory Communication, Bay Banks shall, to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as extent permitted by applicable law (i) promptly as practicable to all inquiries received concerning the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory Applications.Virginia BanCorp,

Regulatory Applications. Buyer (a) CCFNB and CFC shall cooperate and use its their respective reasonable best efforts to file within thirty (30) days from the date hereof prepare as promptly as possible all applicationsdocumentation, noticesto effect all filings and to obtain all permits, requests for authorization or other documents with the appropriate federal or state bank regulatory authoritiesconsents, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board approvals and the FDIC, authorizations of all third parties and Governmental Entities necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (Plan, and CCFNB and CFC shall make all necessary regulatory filings as soon as reasonably possible after the "Regulatory Applications")date hereof. Company CCFNB and CFC shall cooperate each have the right to review in advance, and assist (to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Entity in connection with the transactions contemplated by this Plan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and shall cause each Company Subsidiary to cooperate and assist) as promptly as practicable. Each party hereto agrees that it will consult with Buyer in all respects the other party hereto with respect to the preparation and filing obtaining of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications material permits, consents, approvals and to satisfy all conditions that may be required for the approval or authorization of the Regulatory Applications; providedauthorizations (collectively, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy "Approvals") of all public portions of all Regulatory Applications third parties and all non-public portions of Regulatory Applications that relate Governmental Entities necessary or advisable to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with consummate the opportunity to review transactions contemplated by this Plan and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of Bank Merger Agreement and each party will keep the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically other party appraised of the status of material matters relating to such Approvals and completion of the transactions contemplated hereby or thereby. Notwithstanding the foregoing, nothing contained herein shall be deemed to require a party to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations, that would reasonably be expected to have a material adverse effect (measured on a scale relative to a party and its subsidiaries taken as a whole) on CCFNB, CFC or the Surviving Corporation to this Plan and the Bank Merger (a "Materially Burdensome Regulatory ApplicationsCondition"). (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its subsidiaries with or to any third party or Governmental Entity.

Regulatory Applications. Buyer (a) Each of RBB Bancorp, RBB, TFC and the Bank shall cooperate and use its their respective reasonable best efforts to file within thirty (30) days from the date hereof prepare and file, or cause to be filed, all applicationsdocumentation, to effect all necessary notices, requests for authorization reports and other filings and to obtain all permits, consents, approvals and authorizations necessary or other documents with the appropriate federal or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary advisable to be obtained from any third parties and/or Governmental Authorities in order to consummate the TFC Merger, the Related Mergers and all RBB Bancorp Merger, the RBB Merger, or any of the other transactions contemplated by this Agreement Agreement; and any initial filings with Governmental Authorities shall be made by RBB Bancorp or RBB as soon as reasonably practicable after the execution hereof, but in no event later than forty-five (45) days after the "Regulatory Applications")date of this Agreement. Company Each of RBB Bancorp, RBB, TFC and the Bank shall cooperate have the right to review in advance, and assist (to the extent practicable each shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party and/or any Governmental Authority in connection with the TFC Merger, the RBB Bancorp Merger, the RBB Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of such parties agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it shall cause each Company Subsidiary to cooperate and assist) consult with Buyer in all respects the other parties hereto with respect to the preparation and filing obtaining of all Regulatory Applications. Buyer material permits, consents, approvals and authorizations of all third parties and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning keep the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization other parties apprised of the Regulatory Applications; providedstatus of material matters relating to completion of the transactions contemplated hereby (including promptly furnishing the other with copies of notices or other communications received by RBB, howeverTFC or the Bank, that Buyer shall have no obligation to accept non-standard conditions or restrictions as the case may be, from any third party and/or Governmental Authority with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwiseTFC Merger, the determination of whether or RBB Bancorp Merger, the RBB Merger and the other transactions contemplated by this Agreement). (b) Each party agrees, upon request, to what extent furnish the other parties with all information known to seek appeal or review, administrative or otherwise, or other appropriate remedies it (which Knowledge shall be deemed to include Knowledge which could be acquired after reasonable due inquiry) concerning itself, its Subsidiaries, directors, advisory directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made solely by Buyer in its sole discretion. Buyer shall deliver a copy or on behalf of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate such other parties to Company any third party or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory ApplicationsGovernmental Authority.

Regulatory Applications. The Buyer shall use its reasonable best efforts Best Efforts to file within thirty forty-five (3045) days from the date hereof all applications, notices, requests for authorization or other documents with the appropriate federal federal, state or state foreign bank regulatory authoritiesauthorities or other Governmental Entities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDICDFI, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement Agreement, including the Merger (the "Regulatory Applications"). The Company shall cooperate and assist (and shall cause each Subsidiary of the Company Subsidiary to cooperate and assist) with the Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. The Buyer shall use reasonable efforts its Best Efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization of the Regulatory Applications; provided, however, that the Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by the Buyer in its sole discretion that such conditions or restrictions would have create a Material Adverse Effect on Company, any with respect to the Company Subsidiary, or the Buyer or lessen the Surviving Corporationbenefits of the transactions contemplated by this Agreement. In Notwithstanding anything herein to the contrary, in the event of an adverse or unfavorable determination by any regulatory authorityGovernmental Entity, or in the event the Merger or Related Mergers are is challenged or opposed by any administrative or legal proceedingProceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by the Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. The Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to the Company or a Subsidiary of the Company Subsidiary to the Company promptly after such applications are filed with the appropriate regulatory authorityGovernmental Entity. In advance of filing the Regulatory Applications, the Company and its counsel shall be provided with a reasonable opportunity to review all non-confidential potions thereof, and the Buyer shall consider all comments made by the Company or its counsel provided such comments relate to the Company. The Buyer shall advise the Company periodically of the status of the Regulatory ApplicationsApplications upon request.

Regulatory Applications. For purposes of this Article, Buyer and MHC shall use its reasonable best efforts be referred to file as "Buyer." (a) Buyer shall, within thirty (30) days from of the date hereof hereof, file applications or notices with the OTS and any other Applicable Governmental Authorities, and shall use its Best Efforts to promptly prosecute all notices, applications, noticesappeals and any other pending matters before OTS and any other Applicable Governmental Authorities. (b) Buyer shall deliver a draft of the nonconfidential portions of all regulatory applications and notices to Bancorp prior to filing them, requests for authorization and shall provide Bancorp with copies of the nonconfidential portions of all responses from or other documents with written communications from Regulatory Authorities relating to the appropriate federal Merger or state bank regulatory authoritiesthis Agreement to the extent permitted by law, including, but not limited to, the OBREany notices that an application or appeal is being, the OCCor may be, the Federal Reserve Board and the FDICor has been withdrawn, necessary or is, or may be, or has been denied, or is not subject to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applicationsfurther appeal or review. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall also deliver a final copy of the public nonconfidential portions of all Regulatory Applications containing information applicable regulatory applications and notices to Company or a Company Subsidiary to Company Bancorp promptly after such applications they are filed with the appropriate regulatory authorityRegulatory Authority. (c) Buyer shall enter into all documentation necessary for Buyer to assume the obligations of Bancorp under the Trust Agreement, the Indenture and the Guarantee Agreement governing the Trust Preferred Securities. Further Buyer and Bancorp agree to use their Best Efforts to maintain and to cause Buyer to maintain the trading of the Trust Preferred Securities in the secondary market in the most liquid form reasonably available under the circumstances until one (1) year after the Closing. In any event, Buyer shall arrange (including making arrangements with two (2) market-makers and complying with any reporting requirements of such market-makers) for the Trust Preferred Securities to be quoted on the "Over-the-Counter Pink Sheets" for a least one (1) year after the Closing. (d) Buyer and Bancorp shall jointly prepare and submit to the SEC a request for guidance with respect to whether the actions proposed in Schedule 6.1(c) to this Agreement require compliance by Bancorp with certain pertinent securities laws. Bancorp shall deliver a draft of the foregoing requests to Buyer and Buyer's legal counsel for review and comment prior to their submission to the SEC and the NASD. Bancorp shall also deliver a final copy of the requests and responses thereto to Buyer promptly after they are filed with, or received from, the SEC. Buyer shall advise Company periodically provide Bancorp with all information that Buyer reasonably requests in connection with the preparation of the status of the Regulatory Applicationsabove request.

Regulatory Applications. Buyer (a) United and Piedmont and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable best efforts to file resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree by any Governmental Authority; provided that neither United nor any of its Subsidiaries shall be required, and Piedmont and its Subsidiaries are not permitted, to agree to take any action, or commit to take any such action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be expected to have a significant and materially burdensome effect on the condition (financial or otherwise), results of operations, liquidity, capital, assets or deposit liabilities, properties, operations or business of United and its Subsidiaries, taken as a whole, after giving effect to the Merger (with materiality for these purposes measured on a scale relative to United and its Subsidiaries, taken as a whole, prior to the Effective Time) (a “Materially Burdensome Regulatory Condition”). Each of United and Piedmont shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within thirty (30) 75 days from of the date hereof all applications, notices, requests for authorization or other documents of this Agreement. Each party hereto agrees that it will consult with the appropriate federal other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary advisable to consummate the Mergertransactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the Related Mergers other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and all the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (the "a “Regulatory Applications"Communication”). Company shall cooperate and assist Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (and shall cause each Company Subsidiary to cooperate and assisti) with Buyer in all respects promptly advise Piedmont of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide Piedmont with a reasonable opportunity to participate in the preparation of any response thereto and filing the preparation of all Regulatory Applications. Buyer shall use reasonable efforts any other substantive submission or communication to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions any Governmental Authority with respect to the approval transactions contemplated hereby and to review any such response, submission or authorization communication prior to the filing or submission thereof. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company party or any Company Subsidiary of its Subsidiaries to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company any third party or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory ApplicationsGovernmental Authority.

Regulatory Applications. Buyer (a) Peoples and Premier Financial and their respective Subsidiaries shall cooperate and use its their respective reasonable best efforts to allow Peoples to prepare, submit and file within thirty (30) days all applications and requests for regulatory approval, to timely effect all filings and to obtain all consents, approvals and/or authorizations of all the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. In exercising the rights under this Section 6.09, each of the parties hereto agrees to act reasonably and as promptly as practicable. Peoples agrees that it will consult with Premier Financial with respect to the obtaining of all material consents, approvals and authorizations from the date hereof Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement and to keep Premier Financial apprised of the status of material matters relating to obtainment of such consents, approvals and/or authorizations from the Regulatory Authorities. Premier Financial shall have the right to review in advance, subject to applicable laws relating to the exchange of information, all applicationsmaterial written information submitted to the Regulatory Authorities in connection with the transactions contemplated by this Agreement. Notwithstanding the forgoing sentence, notices, requests for authorization Premier Financial shall not have any right to review and/or inspect any competitively sensitive business or other documents with the appropriate federal or state bank regulatory authoritiesproprietary information submitted by Peoples to any Regulatory Authority, including, but not limited toto any business plan and/or financial data or analysis prepared by Peoples in relation to such consents, approvals and/or authorizations from the OBRERegulatory Authorities. (b) Premier Financial agrees, the OCCupon request, the Federal Reserve Board to furnish Peoples with all information concerning itself, Citizens Bank and the FDICPremier Bank, necessary and their directors, officers and shareholders and such other matters as may be reasonably necessary, advisable and/or required in connection with any filing, notice or application made by or on behalf of Peoples or any of its Subsidiaries to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement any Regulatory Authority. (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assistc) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer Premier Financial shall use reasonable best efforts to respond prepare and file all necessary documentation, notices or filings as may be required relative to Section 4.01(t) of the Premier Financial Disclosure Schedule to obtain, if applicable, as promptly as practicable all authorizations of Regulatory Authority which are necessary or advisable or otherwise cause to all inquiries received concerning consummate the Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization transactions contemplated in Section 4.01(t) of the Regulatory Applications; provided, however, Premier Financial Disclosure Schedule. Premier Financial agrees that Buyer shall have no obligation to accept non-standard conditions or restrictions it will consult with Peoples with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined documentation, notices and/or filings required by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or this subsection and to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically keep Peoples apprised of the status of the Regulatory Applicationsmaterial matters relating to such notices and/or filings.

Regulatory Applications. (a) Buyer and Sellers shall each use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement. Buyer and Sellers agree that they will consult with each other, subject to applicable law, with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or reasonably advisable to consummate the transactions contemplated by this Agreement and each will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Without limiting the generality of the foregoing, each of Parent and Buyer (or its ultimate parent) will as promptly as practicable, but in no event later than ten days following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required for the transactions contemplated hereby and any supplemental information required in connection therewith pursuant to the HSR Act. Each party hereto represents and warrants that such notification and report form and all such supplemental information submitted by such party or its ultimate parent, and any additional supplemental information filed by such party or its ultimate parent after the date of the original filing, will be in substantial compliance with the requirements of the HSR Act. Buyer and Sellers shall each furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act. Sellers and Buyer shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC or the DOJ, and shall use their reasonable best efforts to comply promptly with any such inquiry or request. Sellers and Buyer will each use its reasonable best efforts to file within thirty cause the expiration or early termination of the waiting period required under the HSR Act as a condition to the purchase and sale of the Assets and shall use reasonable best efforts to defend against any action of the FTC or the DOJ to enjoin the sale of the Assets to Buyer. (30c) days Nothing in this Agreement shall obligate Buyer or any of its affiliates to agree (i) to limit in any manner whatsoever, or not to exercise, any rights of ownership of any securities, or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the Business or (ii) to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the Business or own the Assets or (B) to control their respective businesses or operations or the Business. In addition, without the prior written consent of Buyer, to be delivered in its sole and absolute discretion, neither Seller nor any of their respective affiliates shall take any action required or requested in connection with obtaining any clearance from any Governmental Entity relating to the date hereof all applications, notices, requests for authorization or other documents with the appropriate federal or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (or to take any other action that would adversely affect the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning the Regulatory Applications and to satisfy all conditions that may be required for the approval Business or authorization any of the Regulatory Applications; provided, however, that Buyer shall have no obligation benefits expected to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined derived by Buyer in and its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or affiliates from the Surviving Corporation. In the event of an adverse or unfavorable determination transactions contemplated by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory Applicationsthis Agreement.

Regulatory Applications. Buyer (a) LCNB and EFBI and their respective Subsidiaries shall cooperate and use its their respective reasonable best efforts to allow LCNB to prepare, submit and file within thirty (30) days all applications and requests for regulatory approval, to timely effect all filings and to obtain all consents, approvals and/or authorizations of all the Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement. In exercising the rights under this Section 6.09, each of the parties hereto agrees to act reasonably and as promptly as practicable and LCNB agrees that it will consult with EFBI with respect to the obtaining of all material consents, approvals and authorizations from the date hereof Regulatory Authorities necessary to consummate the transactions contemplated by this Agreement and to keep EFBI apprised of the status of material matters relating to obtainment of such consents, approvals and/or authorizations from the Regulatory Authorities. EFBI shall have the right to review in advance, subject to applicable laws relating to the exchange of information, all applicationsmaterial written information submitted to the Regulatory Authorities in connection with the transactions contemplated by this Agreement. Notwithstanding the forgoing sentence, notices, requests for authorization EFBI shall not have any right to review and/or inspect any competitively sensitive business or other documents with the appropriate federal or state bank regulatory authoritiesproprietary information submitted by LCNB to any Regulatory Authority, including, but not limited toto any business plan and/or financial data or analysis prepared by LCNB in relation to such consents, the OBRE, the OCC, the Federal Reserve Board and the FDIC, necessary to consummate the Merger, the Related Mergers and all other transactions contemplated by this Agreement (the "Regulatory Applications"). Company shall cooperate and assist (and shall cause each Company Subsidiary to cooperate and assist) with Buyer in all respects with respect to the preparation and filing of all Regulatory Applications. Buyer shall use reasonable efforts to respond as promptly as practicable to all inquiries received concerning approvals and/or authorizations from the Regulatory Applications Authorities. (b) EFBI agrees, upon request, to furnish LCNB with all information concerning itself, Eagle Bank and to satisfy all conditions that its Subsidiaries, and their directors, officers and shareholders and such other matters as may be reasonably necessary, advisable and/or required for the approval in connection with any filing, notice or authorization application made by or on behalf of the Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or restrictions with respect to the approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company LCNB or any Company Subsidiary of its Subsidiaries to Company in advance of filing them in order to provide Company with the opportunity to review and comment upon the same; provided, however, Buyer shall have no obligation to accept such comments. Buyer shall deliver a final copy of the public portions of all any Regulatory Applications containing information applicable to Company or a Company Subsidiary to Company promptly after such applications are filed with the appropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory ApplicationsAuthority.