Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (b) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (f) such other Filings or Regulatory Approvals the failure of which to be made or obtained, as applicable, would not have a Material Adverse Effect, no Filings with, or Regulatory Approvals from, any Governmental Entity are necessary in connection with the consummation by the Company of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for approval of such applications and notices, (aii) filings the filing of any required applications, notices, petitions, filings, registrations, declarations, submissions filings or notices with any Governmental Entity and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court Approvals listed in Section 6.4 of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Parent Disclosure LetterSchedule, (biii) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Proxy Statement relating to and the Stockholders' Meeting (together with any supplements or amendments thereto, filing and declaration of effectiveness of the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KF-4, (civ) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (dv) any Filings notices to or Regulatory Approvals filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (ex) any Filings under any applicable antitrust or competitive Lawsthe registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (fxii) such other Filings or Regulatory Approvals required approvals of the failure Bank of which to be made or obtained, as applicable, would not have a Material Adverse EffectSpain and the Spanish Direccion General de Seguros, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by the Company Parent of the Merger Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreement.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and except for (a) filings the Home Owners’ Loan Act and approval of such applications, filings and notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (b) the filing of applications, filings and notices, as applicable, with the Securities and Exchange Commission (OCC in connection with the "SEC") of a Proxy Statement relating to Bank Merger, under the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required underBank Merger Act, and compliance with other applicable requirements ofapproval of such applications, the Exchange Act, including a Schedule 13E-3 filings and filings on Form 8-Knotices, (c) the filing of any required applications, filings or notices, as applicable, with the Certificate Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (e) the filing of the Certificates/Articles of Merger with the Florida Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with FBCA and the rules Maryland State Department of Assessments and Taxation pursuant to the NYSE, (e) any Filings under any applicable antitrust or competitive LawsMGCL to the extent required, and (f) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”), no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity Authority are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by the Company Charter of the Merger and the other transactions contemplated hereby (including the consummation by this AgreementCharterBank of the Bank Merger). As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and except for (a) filings approval of such applications, filings and notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (b) the filing of any required applications, filings and notices, as applicable, with the FDIC and the Texas Department of Banking in connection with the Bank Merger and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the TCBI Disclosure Schedule or Section 4.4 of the IBTX Disclosure Schedule and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by TCBI with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement relating to the Stockholders' Meeting joint proxy statement in definitive form (together with including any amendments or supplements or amendments thereto, the "“Joint Proxy Statement"”), and the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by IBTX in connection with the transactions contemplated by this Agreement (the “S-4”) and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Kdeclaration of effectiveness of the S-4, (cf) the filing of the Certificate Certificates of Merger with the Texas Secretary of State of pursuant to the State of TBOC and the Delaware Secretary pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance as applicable, the filing of the Bank Merger Certificates with the rules applicable Governmental Entities as required by applicable law, and the filing of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, Statement of Designations for the New IBTX Preferred Stock with the Texas Secretary and (fg) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of IBTX Common Stock and New IBTX Preferred Stock pursuant to this Agreement and the approval of the listing of such IBTX Common Stock and New IBTX Preferred Stock on the NASDAQ, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by TCBI of this Agreement or (ii) the consummation by the Company TCBI of the Merger and the other transactions contemplated hereby (including the Bank Merger). TCBI is not aware of any reason why the necessary regulatory approvals and consents will not be received by this AgreementTCBI to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterwith NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the South Carolina Board of Financial Institutions (the “SCBFI”) and the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any state banking or insurance regulatory authorities listed on Section 3.4 of the CenterState Disclosure Schedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices, (f) the filing by CenterState with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement relating to the Stockholders' Meeting joint proxy statement in definitive form (together with including any amendments or supplements or amendments thereto, the "“Joint Proxy Statement") and other filings required under”), and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings registration statement on Form 8-KS-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by South State in connection with the transactions contemplated by this Agreement (the “S-4”), and the declaration of effectiveness of the S-4, (cg) the filing of the Certificate Articles of Merger with the South Carolina Secretary of State of the State of Delaware pursuant to the DGCLSCBCA and the Florida Secretary pursuant to the FBCA, as applicable, and the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (dh) the filing of any Filings applications, filings or Regulatory Approvals in connection with compliance with notices under the rules Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the NYSE, (e) any Filings under any applicable antitrust or competitive Laws“HSR Act”), and (fi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such South State Common Stock on NASDAQ, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or commission, Regulatory Approvals fromAgency or other governmental or regulatory authority or instrumentality (each, any a “Governmental Entity Entity”) are necessary in connection with (x) the execution and delivery by CenterState of this Agreement or (y) the consummation by the Company CenterState of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, CenterState is not aware of any reason why the necessary regulatory approvals and consents will not be received by this AgreementCenterState to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, with the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure LetterNew York Stock Exchange, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with the Financial Industry Regulatory Authority (“FINRA”) and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Discover Disclosure Schedule or Section 4.4 of the Capital One Disclosure Schedule and approval of such applications, filings and notices, (f) the filing by Discover with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement relating to the Stockholders' Meeting joint proxy statement in definitive form (together with including any amendments or supplements or amendments thereto, the "“Joint Proxy Statement"”), and the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Capital One in connection with the transactions contemplated by this Agreement (the “S-4”) and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Kdeclaration of effectiveness of the S-4, (cg) the filing of the Certificate Certificates of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance the filing of the Bank Merger Certificates with the rules applicable Governmental Entities as required by applicable law, and the filing of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, respective Certificates of Designation for the New Capital One Preferred Stock with the Delaware Secretary and (fh) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Capital One Common Stock and New Capital One Preferred Stock pursuant to this Agreement and the approval of the listing of such Capital One Common Stock on the NYSE, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by Discover of this Agreement or (ii) the consummation by the Company Discover of the Merger Mergers and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Discover is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act, with the FDIC, with the MDOFR under Subtitle 7 of Title 3 and except for (a) filings Subtitle 9 of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") withTitle 5 of the MCFI, and permitswith the Office of the Comptroller of the Currency (the “OCC”) under the National Bank Act and Bank Merger Act, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court and approval of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Lettersuch applications and notices, (b) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement proxy statement in definitive form relating to the Stockholders' Meeting meeting of HBI’s shareholders to be held in connection with this Agreement (together with any supplements or amendments thereto, the "“Proxy Statement"”) and other filings required underof a registration statement on Form S-4 (the “Registration Statement”) in which the Proxy Statement will be included as a prospectus, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Kdeclaration of effectiveness of the Registration Statement, (c) the filing of the Certificate Maryland Articles of Merger with with, and its acceptance for record by, the Secretary of State of the State of Delaware Maryland pursuant to the DGCLMGCL, the filing of the Pennsylvania Articles of Merger with, and its acceptance for record by, the Secretary of State of the Commonwealth of Pennsylvania pursuant to the ETL, and the filing of the Bank Merger Certificates and (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, such filings and (f) such other Filings or Regulatory Approvals the failure of which approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of the listing on the NYSE of such shares of FNB Common Stock issuable in the Merger, no Filings withconsents or approvals of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of any federal, state, local or foreign government (each, a “Governmental Entity”) or any industry self-regulatory organization, including the Financial Industry Regulatory Approvals fromAuthority, any Governmental Entity Inc. (“SRO”), are necessary in connection with (i) the execution and delivery by HBI of this Agreement and (ii) the consummation by the Company HBI of the Merger and the other transactions contemplated by this AgreementAgreement contemplates. No event has occurred, nor has any circumstance arisen, that, to the knowledge of HBI, would reasonably be likely, either individually or together with any other event or circumstance, to impair the ability to obtain or materially delay the receipt of the Requisite Regulatory Approvals on a timely basis or result in the imposition of a Materially Burdensome Regulatory Condition.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and except for approval of such applications and notices, (aii) filings the filing of any required applications, noticesfilings or notices with any foreign, petitionsfederal or state banking, filingsinsurance or other regulatory authorities and approval of such applications, registrations, declarations, submissions filings and other documentation notices listed in Section 5.4 of the Company Disclosure Schedule ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "“Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter”), (biii) the filing with the Securities and Exchange Commission (the "“SEC"”) of a the proxy statement (the “Proxy Statement Statement”) in definitive form relating to the Stockholders' Meeting (together special meeting of the Company’s stockholders to be held in connection with any supplements or amendments thereto, this Agreement and the "Proxy Statement") Transaction and the other filings required under, transactions contemplated hereby and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 filing and filings declaration of effectiveness of the registration statement of Parent on Form 8-KF-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of Parent, (civ) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (dv) any Filings notices to or Regulatory Approvals filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”) or the rules of the NYSENASD, or that are required under consumer finance, mortgage banking and other similar laws, (evii) the Company Stockholder Approval, (viii) any Filings notices or filings under any the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable antitrust foreign antitrust, competition or competitive Lawssimilar laws, and (fix) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”), no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) are necessary in connection with the consummation by the Company of the Merger Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by the Company of this Agreement.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterwith NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Securities Federal Reserve Board under the BHC Act and Exchange Commission (the "SEC") approval of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretosuch applications, the "Proxy Statement") filings and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Knotices, (c) the filing of any required applications, filings and notices, as applicable, with the Certificate FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the SCBFI and the OCC in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any state banking or insurance regulatory authorities listed on Section 3.4 of the CenterState Disclosure Schedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices, (f) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (g) the filing of the Articles of Merger with the South Carolina Secretary of State of the State of Delaware pursuant to the DGCLSCBCA and the Florida Secretary pursuant to the FBCA, as applicable, and the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (dh) the filing of any Filings applications, filings or Regulatory Approvals in connection with compliance with notices under the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive LawsHSR Act, and (fi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such South State Common Stock on NASDAQ, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (x) the execution and delivery by South State of this Agreement or (y) the consummation by the Company South State of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, South State is not aware of any reason why the necessary regulatory approvals and consents will not be received by this AgreementSouth State to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and except for (a) filings approval of applications, such applications and notices, petitions, filings, registrations, declarations, submissions (ii) the filing of any required applications or notices with any state or foreign agencies and other documentation approval of such applications and notices ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory State Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter), (biii) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meetings of BANC ONE's shareholders and FCN's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (together with any supplements or amendments thereto, the "Joint Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings registration statement on Form 8-KS-4 (the "S-4") in which the Joint Proxy Statement will be included as a prospectus, (civ) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, and certificate of merger with the Ohio Secretary pursuant to the OGCL and a certificate of merger with the Delaware Secretary pursuant to the DGCL in respect of the First Step Merger, (dv) any Filings notices to or Regulatory Approvals filings with the Small Business Administration ("SBA"), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers or investment advisers, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization ("SRO"), and the rules of the NYSE, or which are required under consumer finance, mortgage banking and other similar laws, (e) any Filings under any applicable antitrust or competitive Laws, and (fvii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Newco Common Stock pursuant to this Agreement and (viii) the approval of this Agreement by the requisite vote of the stockholders of BANC ONE and FCN, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any Governmental Entity third party are necessary in connection with (A) the execution and delivery by FCN of this Agreement and (B) the consummation by the Company FCN of the Second Step Merger and the other transactions contemplated by this Agreementhereby.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainedNo consent, as applicablewaiver, authorization or approval of any Governmental Entity, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers no declaration or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial notice to or local, whether domestic filing or foreign, government or registration with any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth , is necessary or required in the Disclosure Letter, (b) the filing connection with the Securities execution and Exchange Commission delivery of this Agreement by the Company or the performance by the Company or its Subsidiaries of their obligations hereunder, except for: (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (ci) the filing of the Certificate of Merger with the Secretary of State in accordance with the DGCL; (ii) the filing of the Subsequent Certificate of Merger with the Secretary of State in accordance with the DGCL and the DLLCA; (iii) the filing of Delaware a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iv) the filing of applications or notices regarding the transaction that is the subject of this Agreement (including the financing thereof) jointly by the parties with the FCC and State Regulators for, in the case of applications, approval of the transfer of control of the Company, and receipt of such approvals; (v) if applicable, notification to and clearance by CFIUS under Section 721 of the United States Defense Production Act of 1950, as amended (codified at 50 U.S.C. § 4565), and the regulations promulgated thereunder (31 C.F.R. Part 800) (“Section 721”); (vi) the filing of a notice by the Company with the U.S. Departments of Defense, Homeland Security, and Justice (the “Team Telecom Agencies”) pursuant to the DGCLterms of the September 26, 2011, network security agreement by and between the Company and the Team Telecom Agencies (dthe “2011 NSA”) any Filings regarding a planned change in control of the Company and amendment or Regulatory Approvals in connection with compliance termination of the 2011 NSA or negotiation of a new mitigation instrument with the rules Team Telecom Agencies; (vii) the filing of an updated certificate pertaining to foreign interests by the Company with the Defense Security Service (“DSS”) regarding a planned change in foreign ownership, control, and influence (“FOCI”) of Parent; (viii) applicable requirements of the NYSESecurities Act of 1933, (e) any Filings under any applicable antitrust or competitive Lawsas amended, and the rules and regulations promulgated thereunder (fthe “Securities Act”) and of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”); (ix) such consents, waivers, authorizations or approvals of any Governmental Entity set forth on Schedule 3.4 of the Company Disclosure Schedule; and (x) such other Filings consents, waivers, authorizations, approvals, declarations, notices, filings or Regulatory Approvals registrations as will be obtained or made prior to the failure of which to be made Closing or obtainedwhich, as applicableif not obtained or made, would not have a Company Material Adverse Effect, no Filings with, Effect or Regulatory Approvals from, any Governmental Entity are necessary in connection with prevent or materially delay the consummation by the Company of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applicationswith the Federal Reserve Board under the BHC Act, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") withas amended, and permitsthe Federal Reserve Act, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectivelyas amended, the "Regulatory Approvals") fromFDIC under the FDI Act, each federalas amended, national, state, provincial or local, whether domestic or foreign, government or any court the Office of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure LetterCommissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) the Other Regulatory Approvals, (c) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement relating to registration statement on Form S-4 (the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under“Form S-4”), and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cd) the filing of the Certificate North Carolina Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCLBanking Laws of North Carolina and the NCBCA, (de) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable SRO, and the rules and regulations of the NYSENasdaq Global Market, or that are required under consumer finance, mortgage banking and other similar laws, (ef) any Filings notices or filings under any applicable antitrust or competitive Lawsthe HSR Act, if any, and (fg) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Buyer Common Stock pursuant to this Agreement and approval of listing of such Buyer Common Stock on the Nasdaq Global Market, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by the Company Buyer of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Buyer of this Agreement.

Consents and Approvals. Assuming that Except for (a) the Filings filing by FNB of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act, and except for (a) filings the Federal Reserve Act, as amended, and the Pa DOB under the Pennsylvania Banking Code of applications1965, and approval of such applications and notices, petitionsand, filingsin connection with the Bank Merger, registrationsthe filing of applications and notices, declarationsas applicable, submissions with the FDIC and other documentation the Office of the Comptroller of the Currency ("Filings") with“OCC”), and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court approval of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Lettersuch applications and notices, (b) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meeting of MBI’s shareholders to be held in connection with this Agreement (together with any supplements or amendments thereto, the "“Joint Proxy Statement"”) and other filings required underof a registration statement on Form S-4 (the “Registration Statement”) in which the Joint Proxy Statement will be included as a prospectus, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Kdeclaration of effectiveness of the Registration Statement, (c) the filing of the Certificate a Statement of Merger with with, and its acceptance for record by, the Secretary of State of the Commonwealth of Pennsylvania pursuant to the ETL, the filing of Articles of Merger with, and their acceptance for record by, the Secretary of State of the State of Delaware Florida pursuant to the DGCLFBCA, and the filing of the Bank Merger Certificates, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, such filings and (f) such other Filings or Regulatory Approvals the failure of which approvals as are required to be made or obtainedobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement, as applicable, would not have a Material Adverse Effectand approval of the listing on the NYSE of such shares of FNB Common Stock issuable in the Merger and (e) the receipt of the Requisite MBI Vote, no Filings withconsents or approvals of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of any federal, state, local or foreign government (each, a “Governmental Entity”) or any industry self-regulatory organization, including the Financial Industry Regulatory Approvals fromAuthority, any Governmental Entity Inc. (“SRO”), are necessary in connection with (i) the execution and delivery by MBI of this Agreement and (ii) the consummation by the Company MBI of the Merger and the other transactions contemplated by this AgreementAgreement contemplates. No event has occurred, nor has any circumstance arisen, that, to the knowledge of MBI, would reasonably be likely, either individually or together with any other event or circumstance, to impair the ability to obtain or materially delay the receipt of the Requisite Regulatory Approvals on a timely basis or result in the imposition of a Materially Burdensome Regulatory Condition.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred No consents or approvals of, waivers by, notices to, or filings or registrations with any Governmental Entity or other Person are required to in Section 4.5 are duly made and be obtained, as applicablegiven, or made by the Company or the Bank, or any of their Subsidiaries, in connection with the execution, delivery, or performance of this Agreement by the Company, or the execution, delivery, or performance of the Bank Merger Agreement by the Bank, or the consummation by the Company and the Bank of the transactions contemplated hereby and thereby, including without limitation the Mergers and the Bank Merger, except for (ai) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, waiver requests required to be filed with or given or made to and permits, consents, approvals, authorizationsand waivers required from, clearancesand the expiration of related waiting periods imposed by, exemptionsthe Federal Reserve, nonobjectionsthe FDIC, waivers or orders the NCCOB, and the United States Department of Justice (collectively, the "“Regulatory Approvals"”); (ii) fromthe filing of the Articles of Merger with the North Carolina Secretary of State, each federalthe filing of the Second Step North Carolina Articles of Merger with the North Carolina Secretary of State, national, state, provincial or local, whether domestic or foreign, government or any court and the filing of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational the Bank Merger Certificates; (each, a "Governmental Entity") set forth in the Disclosure Letter, (biii) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Proxy Statement in definitive form, and such other filings and reports as are required under the Exchange Act; (iv) the approval of this Agreement by the shareholders of the Company in accordance with the articles of incorporation and bylaws of the Company and applicable Law and the approval of the Bank Merger Agreement by the Company as the sole shareholder of the Bank in accordance with the articles of incorporation and bylaws of the Bank and applicable Law; (v) such as may be required in connection with BancShares acquiring from and succeeding to all rights, title, and interests of the Company in the TPS Trust, including the issued and outstanding common securities of the TPS Trust, and BancShares’ assumption of the Company’s covenants, agreements, and obligations under and relating to the Stockholders' Meeting Trust Preferred Securities and the Trust Debentures, in each case subject to the terms and conditions of the TPS Documents; and (together with any supplements or amendments theretovi) consents, the "Proxy Statement") and other filings required underapprovals, waivers, notices, filings, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (f) such other Filings or Regulatory Approvals registrations the failure of which to be made obtain, give, or obtainedmake would not, as applicableindividually or in the aggregate, would have a material impact on the Company or the Bank or their Subsidiaries or, after the Mergers and the Bank Merger, the Surviving Corporation or the Surviving Bank or their Subsidiaries. As of the date of this Agreement, the Company does not have a Material Adverse EffectKnowledge of any reason why any of the consents, no Filings withapprovals, or Regulatory Approvals from, any Governmental Entity are necessary waivers referred to in connection with the consummation by the Company of the Merger and the other transactions contemplated by this AgreementSection 4.2(f) will not be obtained or received in a timely manner.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with the NASDAQ, (ab) filings the filing of applications, filings and notices, petitionsas applicable, filingswith the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, registrationsfilings and notices, declarations(c) the filing of applications, submissions filings and other documentation notices, as applicable, with the Idaho Department of Finance ("Filings") withthe “Idaho Department”), and permitsthe Oregon Division of Finance and Corporate Securities (the “Oregon Division”), consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectivelyif applicable, the "Regulatory Approvals"FDIC and any government sponsored entity with respect to any loan program offered by it in which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Shared-Loss Agreements, and approval of such applications, filings and notices, (d) fromthe filing with the SEC of a proxy statement in definitive form relating to the meeting of Home’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, each federalthe “Proxy Statement”), nationaland of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, stateto be filed with the SEC by Cascade in connection with the transactions contemplated by this Agreement, provincial to, among other things, register any securities issuable by Cascade in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and declaration of effectiveness of the S-4, (e) any filings or localnotices with the U.S. Department of Justice under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, whether domestic as amended (the “HSR Act”), (f) the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL and the Oregon Secretary pursuant to the OBCA, and the filing of the Bank Merger Certificates, and (g) such filings and approvals as are required to be made or foreignobtained under the federal securities laws, government or the securities or “Blue Sky” laws of various states in connection with the issuance by Cascade of any court securities pursuant to this Agreement and the approval of competent jurisdictionthe listing of the shares of Cascade Common Stock issued in conjunction with the transactions contemplated by this Agreement on the NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement governmental authority or instrumentality, whether domestic, foreign instrumentality or supranational SRO (each, as defined in Section 3.5) (each a "“Governmental Entity"”) set forth in the Disclosure Letter, (b) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (f) such other Filings or Regulatory Approvals the failure of which to be made or obtained, as applicable, would not have a Material Adverse Effect, no Filings with, or Regulatory Approvals from, any Governmental Entity are necessary in connection with (A) the execution and delivery by Home of this Agreement or (B) the consummation by the Company Home of the Merger and the consummation by Home or any Home Subsidiary of the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Home is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that (a) Except for (i) the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainedfiling of applications, notices or waiver requests, as applicable, as to the Merger and except for the Bank Merger with the FRB under the BHCA and the FDIC under the Bank Merger Act and FDIC regulations, and with the Nevada Financial Institutions Division (a“NFID”) filings under Nevada banking laws or regulations (the “State Banking Approvals”), and approval of applications, the foregoing applications and notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (bii) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Registration Statement relating on Form S-4 to register the Stockholders' Meeting shares of WAL Common Stock that may be issued in connection with the Merger (together with such Form S-4, and any amendments or supplements or amendments thereto, the "“Registration Statement”), which will include the proxy statement/prospectus to be used in soliciting the approval of Target’s stockholders at the Special Meeting (such proxy statement as amended or supplemented is referred to herein as the “Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KMaterials”), (ciii) the approval of this Agreement by the requisite vote of the stockholders of Target, (iv) the filing of the Articles of Merger with the Nevada Secretary of State pursuant to Nevada law, (v) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (dvi) any Filings or Regulatory Approvals in connection with compliance with the rules of filings required by the NYSEBank Merger Agreement, if applicable, (evii) such consents, approvals, orders, authorizations, registrations, declarations and filings or waivers thereof as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the securities or antitrust laws of any Filings under any applicable antitrust or competitive Lawsforeign country, and (fviii) such other Filings filings, authorizations or Regulatory Approvals approvals as may be set forth in Section 3.4 of the failure of which to be made or obtained, as applicable, would not have a Material Adverse EffectTarget Disclosure Schedule, no Filings withconsents or approvals of or filings or registrations by Target with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”), or Regulatory Approvals from, with any Governmental Entity third party are necessary in connection with (1) the execution and delivery by Target of this Agreement, (2) the consummation by the Company Target of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by this Target Bank of the Bank Merger Agreement, and (4) the consummation by Target Bank of the Bank Merger and the transactions contemplated thereby, except for such consents, approvals or filings with any non-Governmental Entity, the failure of which to obtain will not have a Material Adverse Effect on Target.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under the BHC Act and Regulatory Approvals referred to in Section 4.5 are duly made approval of such applications, filings and obtainednotices, (b) the filing of applications, filings and notices, as applicable, with the FDIC, the North Carolina Commissioner of Banks, the South Carolina State Board of Financial Institutions, the South Carolina Office of the Commissioner of Banking and, to the extent required, the Virginia State Corporation Commission, and except for (a) filings approval of or non-objection to such applications, filings and notices, petitions(c) compliance with any applicable requirements of the Securities and Exchange Act of 1934, filings, registrations, declarations, submissions and other documentation ("Filings") withas amended, and permitsthe rules and regulations of the SEC thereunder (the “Exchange Act”) and the Securities Act, consentsincluding the filing with the SEC of (i) a joint proxy statement/prospectus in definitive form relating to the Company Shareholders Meeting and the Parent Shareholders Meeting (including any amendments and supplements thereto, approvalsthe “Joint Proxy Statement”) and (ii) a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, authorizationsto be filed by Parent in connection with the Transactions (including any amendments and supplements thereto, clearancesthe “Form S-4”) and declaration of effectiveness of the Form S-4, exemptions(d) the filing of the Articles of Merger with the North Carolina Secretary and the South Carolina Secretary pursuant to the NCBCA and the SCBCA, nonobjectionsrespectively, (e) the filing of the Bank Merger Certificates, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement, (g) approval of listing of such Parent Common Stock on the NASDAQ and (h) to the extent required, the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), no notices to, consents or approvals or non-objections of, waivers or orders (collectivelyauthorizations by, the "Regulatory Approvals") fromor applications, each filings or registrations with any foreign, federal, national, state, provincial state or local, whether domestic or foreign, government or any court of competent jurisdictionlocal court, administrative agency agency, arbitrator or commission or other governmental, regulatoryprosecutorial, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign instrumentality or supranational SRO (each, a "“Governmental Entity"”) set forth in the Disclosure Letter, (b) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings are required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (f) such other Filings or Regulatory Approvals the failure of which to be made or obtained, as applicable, would not have a Material Adverse Effect, no Filings with, obtained by the Company or Regulatory Approvals from, any Governmental Entity are necessary of its Subsidiaries in connection (i) with the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and Transactions, except for such consents, approvals, authorizations, filings or registrations that would not reasonably be expected to, individually or in the other transactions contemplated by aggregate, have a Material Adverse Effect on the Company. As used in this Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. The only material third-party consents necessary in connection with (A) the execution and delivery by the Company of this Agreement and (B) the consummation of the Transactions not referenced above are set forth in Section 3.4 of the Company Disclosure Schedules.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (bi) the filing with the Securities SEC of the Proxy Statement/Prospectus and Exchange Commission (the "SEC") filing and declaration of effectiveness of the registration statement on Form S-4 in which the Proxy Statement/Prospectus will be included as a Proxy Statement relating prospectus and any filings or approvals under applicable state securities laws with respect to the Stockholders' Meeting (together issuance of Acquiror Common Stock in connection with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KMerger, (ciii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, (iv) the adoption of this Agreement by the Required Acquiror Vote, (v) any notices or filings under the HSR Act, and the expiration or termination of any applicable waiting periods thereunder, (vi) the filings, approvals and consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as set forth in Section 5.4(vi) of Acquiror Disclosure Letter, (vii) the consents, authorizations, approvals, filings or exemptions pursuant to the DGCLapplicable provisions of federal, state or foreign securities Laws, (dviii) any Filings or Regulatory Approvals the consents and approvals set forth in connection with compliance with the rules Section 5.4(viii) of the NYSE, (e) any Filings under any applicable antitrust or competitive LawsAcquiror Disclosure Letter, and (fix) such other Filings or Regulatory Approvals the consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to be made obtain or obtained, as applicable, make would not have be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Acquiror, no Filings withconsents or approvals of, or Regulatory Approvals fromfilings or registrations with, any Governmental Entity or of or with any other third party by and on behalf of Acquiror or Merger Sub are necessary in connection with (A) the execution and delivery of this Agreement by Acquiror and Merger Sub and (B) the consummation by the Company Acquiror of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions applications and other documentation ("Filings") notices with, and permitsreceipt of consents, consentsauthorizations, approvals, authorizations, clearances, exemptions, nonobjections, waivers exemptions or orders (collectivelynon-objections from, the "Regulatory Approvals"Securities and Exchange Commission (“SEC”), the Nasdaq Stock Exchange (“Nasdaq”), state securities authorities and other industry self-regulatory organizations (each, an “SRO”), (b) fromthe filing of any other required applications, each federalfilings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), nationalthe Oregon Department of Consumer and Business Services, state, provincial or local, whether domestic or any foreign, government federal or any court of competent jurisdictionstate banking, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority authorities or instrumentalityany courts, whether domestic, foreign administrative agencies or supranational commissions or other governmental authorities or instrumentalities (each, each a "“Governmental Entity"”) set forth in the Disclosure Letterand approval of or non-objection to such applications, filings and notices (b) the filing taken together with the Securities and Exchange Commission items listed in clause (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretoi), the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K“Regulatory Approvals”), (c) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Company’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Company Proxy Statement”), which shall also serve as the proxy statement relating to the meeting of Purchaser’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Purchaser Proxy Statement” and together with the Company Proxy Statement the “Joint Proxy Statement”) and of a registration statement on Form S-4 (or such other applicable form) (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Certificate Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1, (d) the filing of the Washington Articles of Merger with the Washington Secretary and the Oregon Articles of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance Merger with the rules of the NYSEOregon Secretary, and (e) any Filings under any applicable antitrust or competitive Laws, such filings and (f) such other Filings or Regulatory Approvals the failure of which approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the Nasdaq, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by the Company of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for (a) filings the Federal Reserve Act, as amended, and approval of applications, such applications and notices, petitionsand, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectivelyin connection with the acquisition of the Bank by FNB, the "filing of applications and notices, as applicable, with the FDIC, the OCC or the PA DOB and the Federal Reserve Board and approval of such applications and notice, (ii) the Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (biii) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Proxy Statement relating to and the Stockholders' Meeting (together with any supplements or amendments thereto, filing and declaration of effectiveness of the "Proxy Registration Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (civ) the filing of the Certificate Articles of Merger with and the acceptance for record by the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL and the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCLFBCA, (dv) any Filings notices or Regulatory Approvals filings under the HSR Act, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of FINRA or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (e) any Filings under any applicable antitrust or competitive Laws, and (fvii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE and (viii) filings, if any, required as applicable, would not have a Material Adverse Effectresult of the particular status of CBI, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by FNB of this Agreement and (B) the consummation by the Company FNB of the Merger and the other transactions contemplated by this AgreementAgreement contemplates.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for (a) filings the Federal Reserve Act, as amended, and approval of applications, such applications and notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings"ii) with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (biii) the filing with the Securities SEC of the Joint Proxy Statement, and Exchange Commission (of the "SEC") of a Form S-4 in which the Joint Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required underwill be included as a prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (civ) the filing of the Georgia Certificate of Merger with the Georgia Secretary of State of the State of Delaware pursuant to the DGCLGBCC and the filing of Tennessee Articles of Merger with the Tennessee Secretary pursuant to the TBCA, (dv) any Filings notices to or Regulatory Approvals filings with the SBA, (vi) any notice or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable SRO, and the rules of the NYSE, or which are required under consumer finance, mortgage banking and other similar laws, (e) any Filings under any applicable antitrust or competitive Laws, and (fviii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of STI Common Stock pursuant to this Agreement, (ix) the NCF Shareholder Approval, (x) such applications, filings, authorizations, approvals and orders as applicablemay be required under the laws of any state or the federal laws of the United States in respect of NCF's insurance business, would not have a Material Adverse Effectand (xi) approval of the listing of STI Common Stock to be issued in the Merger on the NYSE, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Government Entity or with any third party are necessary in connection with (A) the execution and delivery by NCF of this Agreement and (B) the consummation by the Company NCF of the Merger and the other transactions contemplated by this Agreementhereby.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (a) the requisite filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, notices to and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectivelyapproval of the Federal Reserve Board under the BHCA and the Bank Merger Act, the "Regulatory Approvals") fromFSA, each federalthe HKMA, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in and the Disclosure LetterFBC, (b) the filing of any required applications or notices with the Securities and Exchange Commission (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KNew York State Banking Department, (c) the filing with the SEC of the Certificate Proxy Statement in definitive form, (d) approval of the Merger by the board of directors of Merger Sub and by the stockholders of Merger Sub in accordance with the MGCL and the filing of the Articles of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCLMGCL, (de) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of supranational, federal, state, local and foreign laws (including, without limitation, securities and insurance laws) relating to the regulation of broker-dealers, investment advisers and insurance agencies and any applicable SRO, and the rules of the NYSE, the Philadelphia Stock Exchange, the International Stock Exchange, the Swiss Electronic Exchange or the Luxembourg Stock Exchange, (ef) any Filings under the approval of the Merger by the requisite vote of the stockholders of the Company, (g) the expiration of any applicable waiting period under the HSR Act or any consents, authorizations, approvals, filings or exemptions required by any other applicable antitrust law or competitive Lawsmerger regulation, including the EC Merger Regulation, (h) such additional consents and approvals set forth in Section 5.3 of the Parent Disclosure Schedule, (i) the filing of the Offer Circular with, and the approval of such Offer Circular by, the CSFS, the Luxembourg Stock Exchange and the Swiss Electronic Exchange, and (fj) such other Filings or Regulatory Approvals consents, authorizations, approvals, filings and registrations the failure of which to be made obtain or obtained, as applicable, make would not have be reasonably likely to result in a Material Adverse EffectEffect on Parent or prevent or materially delay consummation of the Merger, the Offer or the Bank Merger, no Filings withconsents, authorizations or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity or, of or with any other Person by Parent, are necessary in connection with (x) the execution and delivery by Parent and Merger Sub of this Agreement, (y) the consummation by the Company Merger Sub of the Merger and or by HSBC Bank USA of the other transactions contemplated Bank Merger or (z) the consummation by this AgreementParent or Offer Sub of the Offer. As of the date hereof, Parent has no reason to believe that any Requisite Regulatory Approvals will not be obtained or satisfied without imposition of a Burdensome Condition, as the case may be.

Consents and Approvals. Assuming that No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Parent and any of its Subsidiaries in connection with the Filings execution, delivery or performance by Parent and Regulatory Approvals referred to in Section 4.5 are duly made Parent Bank of this Agreement and obtainedthe Bank Merger Agreement, as applicable, or to consummate the transactions contemplated hereby and thereby, except for (ai) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") applications or notices with, and permits, consents, approvalsapprovals or waivers by, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectivelyas applicable, the "Regulatory Approvals"Federal Reserve Board, the FDIC, the OTS and the Department, (ii) fromany required filing under the HSR Act, each federal(iii) filings with the SEC and state securities authorities, nationalas applicable, statein connection with the submission of this Agreement to the shareholders of the Company for approval and the issuance of Parent Common Stock in the Merger, provincial (iv) any consents or localapprovals of, whether domestic or foreignfilings or registrations with, government or any court Governmental Authority in connection with compliance with the applicable provisions of competent jurisdiction, administrative agency or commission or other governmental, regulatory, federal and state laws and/or rules of self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (b) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement organizations relating to the Stockholders' Meeting (together with any supplements regulation of insurance companies and agents, or amendments theretothat are required under consumer finance, the "Proxy Statement") insurance and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Ksimilar laws, (cv) the filing of a notification of listing of additional shares with the Nasdaq, and (vi) the filing of Articles of Merger with the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL and the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance and a comparable filing with the rules Pennsylvania Department relating to the Bank Merger. As of the NYSEdate hereof, (eParent is not aware of any reason why the consents and approvals set forth above and referred to in Section 7.01(b) any Filings under any applicable antitrust will not be received in a timely manner and without the imposition of a condition, restriction or competitive Laws, and (f) such other Filings or Regulatory Approvals the failure of which to be made or obtained, as applicable, would not have a Material Adverse Effect, no Filings with, or Regulatory Approvals from, any Governmental Entity are necessary in connection with the consummation by the Company requirement of the Merger and type described in the other transactions contemplated by this Agreementproviso clause in such section.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the FRB under the BHC Act, the GLB Act and except for (a) filings the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of UNCB with and into Province, the filing of applications, noticesnotices and other documents, petitionsas applicable, with the FDIC, the OCC, the OTS, the Department and the FRB, and approval of such applications, notices and other filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (bii) the filing of any required applications, notices and other filings, as applicable, with any foreign or state banking, insurance or other regulatory authorities and Other Regulatory Approvals, (iii) the Securities filing of the Registration Statement and Exchange Commission declaration of effectiveness of the Registration Statement, (iv) the "SEC") filing of a Proxy Statement relating the Articles of Merger with and the acceptance for record by the Secretary of State of the Commonwealth of Pennsylvania pursuant to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") PBCL and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Delaware pursuant to the DGCL, (dv) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any SRO, and the rules of the NYSENASDAQ, or that are required under consumer finance, mortgage banking and other similar laws, (evi) any Filings under any applicable antitrust or competitive Laws, the adoption of this Agreement by the requisite vote of the shareholders of UNNF and (fvii) such other Filings or Regulatory Approvals filings, if any, required as a result of the failure particular status of which to be made or obtained, as applicable, would not have a Material Adverse EffectDGI, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by DGI of this Agreement and (B) the consummation by the Company DGI of the Merger and transactions this Agreement contemplates to the other transactions contemplated by this Agreementextent applicable to DGI.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, with the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure LetterNew York Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with the Securities Federal Reserve Board under the BHC Act and Exchange Commission (the "SEC") approval of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretosuch applications, the "Proxy Statement") filings and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Knotices, (c) the filing of any required applications, filings and notices, as applicable, with the Certificate FDIC, and approval of such applications, filings, and notices, (d) the filing of any required applications, filings, and notices, as applicable, with any governmental agency that has authority over the mortgage production and sale business of the Company (inclusive of Xxxxxx Mae and Xxxxxxx Mac), and approval of such applications, filings, and notices, (e) the filing of applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (f) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (g) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the S-4, (h) the filing of the Articles of Merger with the Tennessee Secretary of State of the State of Delaware pursuant to the DGCLTBCA, and the filing of the Bank Merger Certificates, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (fi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and (j) the approval of the listing of such Parent Common Stock on the New York Stock Exchange, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent or Merger Sub of this Agreement or (ii) the consummation by the Company Parent or Merger Sub of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Parent is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for (a) filings the Federal Reserve Act, as amended, and approval of applications, such applications and notices, petitionsand, filings, registrations, declarations, submissions in connection with the merger of the national and/or state Bank Subsidiaries of Sky and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectivelyHuntington, the "filing of applications and notices, as applicable, with the OCC or the Ohio DFI and the Federal Reserve Board and approval of such applications and notice, (ii) the Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (biii) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Joint Proxy Statement relating and the filing and declaration of effectiveness of the Form S-4, (iv) the filing of the Articles of Merger with and acceptance for record by the SDAT pursuant to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") MLLCA and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Ohio pursuant to the DGCLOGCL, (dv) any Filings notices to or Regulatory Approvals filings with the SBA, (vi) any notices or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicably industry SRO, and the rules of the NYSENasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (e) any Filings under any applicable antitrust or competitive Laws, and (fviii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Huntington Common Stock pursuant to this Agreement and approval of listing such Huntington Common Stock on the Nasdaq Stock Market, (ix) the approval of the issuance of Huntington Common Stock in connection with the Merger by the requisite vote of stockholders of Huntington, and (x) filings, if any, required as applicable, would not have a Material Adverse Effectresult of the particular status of Sky, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Huntington or Merger Sub of this Agreement and (B) the consummation by the Company Huntington or Merger Sub of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with the New York Stock Exchange, (ab) filings the filing of applications, filings and notices, petitionsas applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings, registrationsand notices, declarations(d) the filing of any required applications, submissions and other documentation ("Filings") withfilings, and permitsnotices, consentsas applicable, approvalswith any governmental agency that has authority over the mortgage production and sale business of the Company (inclusive of Xxxxxx Xxx and Xxxxxxx Mac), authorizationsand approval of such applications, clearancesfilings, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterand notices, (be) the filing of applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (f) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (g) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meetings of the Company’s shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (together with including any amendments or supplements or amendments thereto, the "“Joint Proxy Statement"”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and other filings required under, and compliance with other applicable requirements of, declaration by the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KSEC of the effectiveness of the S-4, (ch) the filing of the Certificate Articles of Merger with the Tennessee Secretary of State of the State of Delaware pursuant to the DGCLTBCA, and the filing of the Bank Merger Certificates, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (fi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and (j) the approval of the listing of such Parent Common Stock on the New York Stock Exchange, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, the Company is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, as amended, and except for the Federal Reserve Act, as amended, the Office of the Commissioner of Banks of the State of North Carolina and the State of South Carolina Board of Financial Institutions and approval of such applications and notices, (ab) filings the filing of any required applications, noticesfilings or notices with the FDIC and any other federal or state banking, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission insurance or other governmental, regulatory, regulatory or self-regulatory authorities or enforcement authority any courts, administrative agencies or instrumentality, whether domestic, foreign commissions or supranational other governmental authorities or instrumentalities (each, each a "“Governmental Entity"”) set forth in and approval of such applications, filings and notices (the Disclosure Letter“Other Regulatory Approvals”), (bc) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement proxy statement in definitive form relating to the Stockholders' Target Shareholder Meeting to be held in connection with this Agreement and the transactions contemplated by this Agreement (together with any supplements or amendments thereto, the "“Proxy Statement"”) and other filings required underof a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a proxy statement/prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cd) the filing of the Certificate South Carolina Articles of Merger with the South Carolina Secretary of State of the State of Delaware pursuant to the DGCLSCBCA and the North Carolina Articles of Merger with the North Carolina Secretary of State pursuant to the NCBCA, (de) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of the NYSE, (e) any Filings under any applicable antitrust industry self-regulatory organization (“SRO”), and the rules and regulations of The Nasdaq Stock Market, or competitive Lawsthat are required under consumer finance, mortgage banking and other similar laws, and (f) such other Filings notices or Regulatory Approvals filings under the failure Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of which to be made or obtained1976, as applicableamended (the “HSR Act”), would not have a Material Adverse Effectif any, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by the Company Target of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Target of this Agreement.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred No consents or approvals of, waivers by, notices to, or filings or registrations with any Governmental Entity or other Person are required to in Section 4.5 are duly made and be obtained, as applicablegiven, or made by the Company or the Bank, or any of their Subsidiaries, in connection with the execution, delivery, or performance of this Agreement or the CVR Agreement by the Company, or the execution, delivery, or performance of the Bank Merger Agreement by the Bank, or the consummation by the Company and the Bank of the transactions contemplated hereby and thereby, including without limitation the Mergers and the Bank Merger, except for (ai) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, waiver requests required to be filed with or given or made to and permits, consents, approvals, authorizationsand waivers required from, clearancesand the expiration of related waiting periods imposed by, exemptionsthe Federal Reserve, nonobjectionsthe TDFI, waivers or orders the NCCOB, and the United States Department of Justice (collectively, the "“Regulatory Approvals"”); (ii) fromthe filing of the Articles of Merger with the North Carolina Secretary of State, each federalthe filing of the Second Step Tennessee Articles of Merger with the Tennessee Secretary of State, nationalthe filing of the Second Step North Carolina Articles of Merger with the North Carolina Secretary of State, state, provincial or local, whether domestic or foreign, government or any court and the filing of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational the Bank Merger Certificates; (each, a "Governmental Entity") set forth in the Disclosure Letter, (biii) the filing with the Securities SEC of the Joint Proxy Statement/Prospectus in definitive form, and such other filings and reports as are required under the Exchange Commission Act; (iv) the "SEC"approval of this Agreement by the shareholders of the Company in accordance with the articles of incorporation and bylaws of the Company and applicable Law and the approval of the Bank Merger Agreement by the Company as the sole shareholder of the Bank in accordance with the articles of incorporation and bylaws of the Bank and applicable Law; (v) such as may be required in connection with SmartFinancial acquiring from and succeeding to all rights, title, and interests of a Proxy Statement the Company in the TPS Trust, including the issued and outstanding common securities of the TPS Trust, and SmartFinancial’s assumption of the Company’s covenants, agreements, and obligations under and relating to the Stockholders' Meeting Trust Preferred Securities and the Trust Debentures, in each case subject to the terms and conditions of the TPS Documents”); and (together with any supplements or amendments theretovi) consents, the "Proxy Statement") and other filings required underapprovals, waivers, notices, filings, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (f) such other Filings or Regulatory Approvals registrations the failure of which to be made obtain, give, or obtainedmake would not, as applicableindividually or in the aggregate, would have a material impact on the Company or the Bank or their Subsidiaries or, after the Mergers and the Bank Merger, the Surviving Corporation or the Surviving Bank or their Subsidiaries. As of the date of this Agreement, the Company does not have a Material Adverse EffectKnowledge of any reason why any of the consents, no Filings withapprovals, or Regulatory Approvals from, waivers referred to in this Section 4.2(f) will not be obtained or received in a timely manner without the imposition of any Governmental Entity are necessary Burdensome Condition (as defined in connection with the consummation by the Company of the Merger and the other transactions contemplated by this AgreementSection 8.1(b)).

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, with the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure LetterNYSE, (b) the filing of applications, filings and notices, as applicable, with the Securities Federal Reserve Board and Exchange Commission (the "SEC") approval of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretosuch applications, the "Proxy Statement") filings and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Knotices, (c) the filing of applications, filings and notices, as applicable, with the OCC, the FDIC and the Georgia Department of Banking and Finance and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Information Statement/Proxy Statement (or, if applicable, the Information Statement and the Proxy Statement) and the S-4 in which the Joint Information Statement/Proxy Statement (or, if applicable, the Proxy Statement) will be included as a prospectus, and declaration of effectiveness of the S-4, (f) the filing of the Georgia Articles of Merger with the Georgia Secretary pursuant to the GBCC, the filing of the Delaware Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the filing of the Bank Merger Certificates, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (fg) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and (h) the approval of the listing of such Parent Common Stock on the NYSE, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent of this Agreement or (ii) the consummation by the Company Parent of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Parent is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applicationswith the Federal Reserve Board under the BHC Act, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") withas amended, and permitsthe Federal Reserve Act, consentsas amended, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court and approval of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Lettersuch applications and notices, (b) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KOther Regulatory Approvals, (c) the filing with the SEC of a registration statement on Form S-4 (the “Form S-4”), and declaration of effectiveness of the Certificate Form S-4, (d) the filing of the Articles of Merger with the Delaware Secretary of State and the North Carolina Secretary of the State of Delaware pursuant to the DGCLDGCL and NCBCA, (de) the filing of the Bank Merger Certificates, (f) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable SRO, and the rules and regulations of the NYSENASDAQ Global Market, or that are required under consumer finance, mortgage banking and other similar laws, (eg) any Filings notices or filings under any applicable antitrust or competitive Lawsthe HSR Act, if any, and (fh) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Buyer Common Stock pursuant to this Agreement and approval of listing of such Buyer Common Stock on the NASDAQ Global Market, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by the Company Buyer of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Buyer of this Agreement.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for (a) filings the Federal Reserve Act, as amended, and approval of applications, such applications and notices, petitionsand, filings, registrations, declarations, submissions in connection with the merger of the national bank Subsidiaries of Unizan and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectivelyHuntington, the "filing of applications and notices, as applicable, with the OCC and approval of such applications and notice, (ii) the Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (biii) the filing with the Securities SEC of the Proxy Statement and Exchange Commission the filing and declaration of effectiveness of the Form S-4, (iv) the "SEC") filing of the Articles of Merger with the Maryland Department of Assessments and Taxation pursuant to the MGCL and the issuance by the Maryland Secretary of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") Certificate of Merger and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Ohio pursuant to the DGCLOGCL, (dv) any Filings notices to or Regulatory Approvals filings with the SBA, (vi) any notices or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and the rules of the NYSENasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (e) any Filings under any applicable antitrust or competitive Laws, and (fviii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Huntington Common Stock pursuant to this Agreement, and (ix) filings, if any, required as applicable, would not have a Material Adverse Effectresult of the particular status of Unizan, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Huntington of this Agreement and (B) the consummation by the Company Huntington of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the NYSE and except for the NASDAQ, (aii) filings the filing of applications, filings and notices, petitionsas applicable, filingswith the Federal Reserve Board under the BHC Act and approval of such applications, registrationsfilings and notices, declarations(iii) the filing of applications, submissions filings and other documentation ("Filings") withnotices, as applicable, in connection with the Bank Merger, including under the Bank Merger Act, and permitsapproval of such applications, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterfilings and notices, (biv) the filing of any required applications, filings or notices with any state banking authority listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Joint Proxy Statement relating to and the Stockholders' Meeting (together with any supplements or amendments thereto, S-4 in which the "Joint Proxy Statement") and other filings required underStatement will be included as a prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cvi) the filing of the Certificate of Merger and the Second Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance the filing of the Tennessee Articles of Merger with the rules Tennessee Secretary of State pursuant to the TBCA, and the filing of the NYSEBank Merger Certificates, (evii) the filing of any Filings notices or other filings under any applicable antitrust the HSR Act, if necessary or competitive Lawsadvisable, and (fviii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and the approval of the listing of such Parent Common Stock on the NYSE, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent of this Agreement or (B) the consummation by Parent of the Merger and the other transactions contemplated hereby (including the Bank Merger). No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Merger Sub of this Agreement. As of the date hereof, Parent is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation by the Company of the Merger and the other transactions contemplated by this AgreementBank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with The NASDAQ Stock Market LLC (a“NASDAQ”), (b) filings the filing of applications, filings and notices, petitionsas applicable, filingswith the Federal Reserve Board and approval of such applications, registrationsfilings and notices, declarations(c) the filing of applications, submissions filings and other documentation notices, as applicable, with the Office of the Comptroller of the Currency ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectivelythe “OCC”), the "Regulatory Approvals") fromFDIC and the Georgia Department of Banking and Finance and approval of such applications, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterfilings and notices, (bd) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement joint information statement/proxy statement in definitive form relating to the Stockholders' Meeting meeting of the Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (together with including any amendments or supplements or amendments thereto, the "“Joint Information Statement/Proxy Statement"”) (or, if applicable, the Information Statement and the Proxy Statement), and of the registration statement on Form S-4 in which the Joint Information Statement/Proxy Statement (or, if applicable, the Proxy Statement) will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and other filings required under, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cf) the filing of the Georgia Articles of Merger with the Georgia Secretary pursuant to the GBCC, the filing of the Delaware Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the filing of the Bank Merger Certificates, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (fg) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and (h) the approval of the listing of such Parent Common Stock on the NYSE, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, the Company is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings, certificates and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the NASDAQ and except for (a) filings the approval of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court listing on the NASDAQ of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Lettershares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Securities Federal Reserve Board under the BHC Act and Exchange Commission (the "SEC") approval or waiver of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretosuch applications, the "Proxy Statement") filings and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Knotices, (c) the filing of the Certificate of Merger applications, filings, certificates and notices, as applicable, with the Secretary of State OCC in connection with each of the State Bank Mergers, including filing of Delaware the notice of consummation with the OCC pursuant to the DGCLNational Bank Act, and approval of such applications, filings and notices, (d) any Filings or Regulatory Approvals the filing of applications, filings and notices, as applicable, with (i) the DE Bank Commissioner under the Xxxxxx-Xxxx Act and such other banking Laws as may be required in connection with compliance the TBOD Bank Merger, and approval of such applications, filings and notices, (ii) the VA BFI under the Xxxxxx-Xxxx Act and such other banking Laws as may be required in connection with the rules VPB Bank Merger, and approval of such applications, filings and notices, and (iii) the NYSEMD OCFR under the Maryland Financial Institutions Code section 5-903(c) and such other banking Laws as may be required in connection with the transactions contemplated hereby, and approval of such applications, filings and notices, (e) the filing with the SEC of (i) any Filings filings that are necessary under any applicable antitrust or competitive Lawsrequirements of the Exchange Act and (ii) the S-4 and declaration of effectiveness of the S-4, and (f) the filing of the First-Step Merger Certificate with the Maryland Department pursuant to the MGCL, (g) the filing of the Second-Step Merger Certificates with the Delaware Secretary and the Maryland Department in accordance with the DGCL and the MGCL, respectively, (h) the filing of each of the Bank Merger Certificates and (i) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Parent Common Stock pursuant to this Agreement, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity or any other third party are necessary in connection with (A) the execution and delivery by Parent or Merger Sub of this Agreement, (B) the consummation by the Company Parent or Merger Sub of the Merger Integrated Mergers and the other transactions contemplated hereby, (C) the execution and delivery by this AgreementParent Bank of each of the Bank Merger Agreements or (D) the consummation by Parent Bank of each of the Bank Mergers.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with the NASDAQ and/or the NYSE, (aii) filings the filing of applications, filings and notices, petitionsas applicable, filingswith the Federal Reserve Board under the BHC Act and approval of such applications, registrationsfilings and notices, declarations(iii) the filing of applications, submissions filings and other documentation ("Filings") withnotices, as applicable, with the Office of the Comptroller of the Currency in connection with the Bank Merger, including under the Bank Merger Act, and permitsapproval of such applications, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterfilings and notices, (biv) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the FirstMerit Disclosure Schedule or Section 4.4 of the Huntington Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Joint Proxy Statement relating to and the Stockholders' Meeting (together with any supplements or amendments thereto, S-4 in which the "Joint Proxy Statement") and other filings required underStatement will be included as a prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cvi) the filing of the Certificate of Merger and the Second Certificate of Merger with the Ohio Secretary of State of the State of Delaware pursuant to the DGCLOGCL, the filing of the Maryland Articles of Merger with the Maryland Department pursuant to the MGCL, and the filing of the Bank Merger Certificates, (dvii) any Filings or Regulatory Approvals in connection with compliance with the rules filing with, and acceptance for record by, the Maryland Department of Articles Supplementary for the NYSENew Huntington Preferred Stock, (eviii) the filing of any Filings notices or other filings under any applicable antitrust the HSR Act, if necessary or competitive Lawsadvisable, and (fix) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Huntington Common Stock pursuant to this Agreement and the approval of the listing of such Huntington Common Stock on the NASDAQ and the New Huntington Preferred Stock on the NYSE or the NASDAQ, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Huntington of this Agreement or (B) the consummation by Huntington of the Merger and the other transactions contemplated hereby (including the Bank Merger). No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation execution and delivery by the Company Merger Sub of this Agreement. As of the date hereof, Huntington is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers and Bank Merger and the other transactions contemplated by this Agreementon a timely basis.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the FRB under the BHC Act, HOLA and except for (a) filings the Federal Reserve Act, as amended, and approval of applications, such applications and notices, petitionsand, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectivelyin connection with the Mergers, the "filing of applications and notices, as applicable, with the FDIC, the OTS, the OCC or the Department and the FRB and approval of such applications and notice, (ii) the Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (biii) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Proxy Statement relating to and the Stockholders' Meeting (together with any supplements or amendments thereto, filing and declaration of effectiveness of the "Proxy Registration Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (civ) the filing of the Certificate Articles of Merger with and the acceptance for record by the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL and the filing of the Certificates of Merger with and the acceptance for record by the Secretary of State of the State of Delaware pursuant to the DGCL, (dv) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of the NYSENASDAQ, (e) any Filings or that are required under any applicable antitrust or competitive Lawsconsumer finance, mortgage banking and other similar laws and (fvi) such other Filings or Regulatory Approvals filings, if any, required as a result of the failure particular status of which to be made or obtained, as applicable, would not have a Material Adverse EffectUNNF, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by DFSC, DGI, DAI and DMIC of this Agreement, (B) the consummation by the Company DFSC and DAI of the Mergers, (C) the consummation by Province of the Bank Merger and the (D)the other transactions contemplated by this AgreementAgreement contemplates.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for (a) filings approval of such applications, filings and notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (b) the filing of any required applications, filings and notices, as applicable, with the Securities FDIC and Exchange Commission (the "SEC") of a Proxy Statement relating to NCCOB in connection with the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required underBank Merger, and compliance with other applicable requirements ofapproval of such applications, the Exchange Act, including a Schedule 13E-3 filings and filings on Form 8-Knotices, (c) the filing of any required applications, filings or notices with FINRA and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state regulatory authorities listed on Section 3.4 of the CIT Disclosure Schedule or Section 4.4 of the BancShares Disclosure Schedule and approval of such applications, filings and notices, (e) the filing of any required applications, filings and notices, as applicable, with Nasdaq, (f) the filing by BancShares with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (g) the filing of the DE Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance the filing of the Second Step NC Articles of Merger with the rules North Carolina Secretary of State pursuant to the NCBCA, the filing of the NYSESecond Step DE Certificate of Merger with the Delaware Secretary pursuant to the DGCL, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of the Certificate of Designations for the New BancShares Preferred Stock with the Delaware Secretary, (e) any Filings under any applicable antitrust or competitive Laws, and (fh) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of BancShares Class A Common Stock and New BancShares Preferred Stock pursuant to this Agreement and the approval of the listing of such BancShares Class A Common Stock and New BancShares Series C Preferred Stock on Nasdaq, and (i) such filings as may be required in connection with BancShares assuming the Senior and Subordinated Notes and CIT’s covenants, agreements, and obligations under and relating to the 2012 Indenture and 2018 Indenture, if any, in each case subject to the terms and conditions of the 2012 Indenture and 2018 Indenture, as applicable, would not have a Material Adverse Effect, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution, delivery and performance by the BancShares Parties of this Agreement or the execution, delivery, or performance by FCB of the Bank Merger Agreement, or (ii) the consummation by the Company BancShares Parties of the Merger and the Second Step Merger and the other transactions contemplated hereby (including the Bank Merger). No BancShares Party is aware of any reason why the necessary regulatory approvals and consents will not be received by this Agreementthe applicable BancShares Party to permit consummation of the Merger, the Second Step Merger, and Bank Merger on a timely basis.

Consents and Approvals. Assuming that No consents, approvals or authorizations of, or filings or registrations with, or notifications to, any Governmental Authority are necessary in connection with (a) the Filings execution and Regulatory Approvals referred to in Section 4.5 are duly made and obtaineddelivery by the Company of this Agreement or the Voting Agreements or (b) the consummation by the Company of the Merger Transactions, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (bi) the filing with the Securities and Exchange Commission (SEC of the "SEC") of Joint Proxy Statement/Prospectus in a Proxy Statement definitive form relating to the Stockholders' matters to be submitted to the Company Stockholders at the Company Stockholders Meeting and to the Parent Stockholders at the Parent Stockholders Meeting and of a registration statement on Form S-4 in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Common Stock to be issued as Merger Consideration (together with such registration statement and any amendments or supplements or amendments thereto, the "Proxy “Registration Statement") and other filings required under”), and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Kdeclaration of effectiveness by the SEC of the Registration Statement, (cii) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDelaware, (diii) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (fiv) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of New Common Stock pursuant to this Agreement, as applicable(v) any notices or filings under the HSR Act, or any notices, filings or approvals under any other applicable competition, merger control, antitrust or similar Law or regulation, and (vi) such other consents, authorizations, approvals, filings or registrations the absence or unavailability of which would not reasonably be expected to have a Material Adverse Effect, no Filings with, or Regulatory Approvals from, any Governmental Entity are necessary in connection Effect with the consummation by respect to the Company of the Merger and the other transactions contemplated by this Agreementor its Subsidiaries.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (ai) filings the approval of applicationsthe listing on the NYSE, noticessubject to official notice of issuance, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, of the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court shares of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth Acquiror Common Stock to be issued in the Disclosure LetterMerger and to be reserved for issuance upon exercise or settlement of Acquiror Options and Converted Awards issued in substitution for Company Options and Company Stock-Based Awards in accordance with Sections 2.4(a) and 2.4(b), (bii) the filing with the Securities SEC of the Proxy Statement/Prospectus and Exchange Commission (the "SEC") filing and declaration of effectiveness of the registration statement on Form S-4 in which the Proxy Statement/Prospectus will be included as a Proxy Statement relating prospectus and any filings or approvals under applicable state securities laws with respect to the Stockholders' Meeting (together issuance of Acquiror Common Stock in connection with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KMerger, (ciii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, (iv) the adoption of this Agreement by the Required Company Vote, (v) any notices or filings under the HSR Act and the expiration or termination of any applicable waiting periods thereunder, (vi) the filings, approvals and consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as set forth in Section 5.4(vi) of the Acquiror Disclosure Letter, (vii) the consents, authorizations, approvals, filings or exemptions pursuant to the DGCLapplicable provisions of federal, state or foreign securities Laws, commodities futures Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, commodities futures merchants, investment companies and investment advisors and set forth in Section 5.4(vii) of the Acquiror Disclosure Letter, (dviii) any Filings or Regulatory Approvals the consents and approvals set forth in connection with compliance with the rules Section 5.4(viii) of the NYSE, (e) any Filings under any applicable antitrust or competitive LawsAcquiror Disclosure Letter, and (fix) such other Filings or Regulatory Approvals the consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to be made obtain or obtained, as applicable, make would not have be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Acquiror, no Filings withconsents or approvals of, or Regulatory Approvals fromfilings or registrations with, any Governmental Entity or of or with any other third party by and on behalf of Acquiror or Merger Sub are necessary in connection with (A) the execution and delivery by Acquiror of this Agreement and the Voting Agreement and the execution and delivery by Merger Sub of this Agreement and (B) the consummation by the Company Acquiror and Merger Sub of the Merger and the other transactions contemplated by this Agreement and the Voting Agreement.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with the Board of Governors of the Federal Reserve System (athe “Federal Reserve Board”) filings of applicationsunder the BHC Act, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letteras amended, (b) the filing of any required applications, filings or notices with the Securities FDIC and Exchange Commission any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K“Other Regulatory Approvals”), (c) the filing with the SEC of a registration statement on Form S-4 (the “Form S-4”), and declaration of effectiveness of the Certificate Form S-4; (d) the filing of the Certificates of Merger with the Delaware Secretary of State and the North Carolina Secretary of the State of Delaware pursuant to the DGCLDGCL and NCBCA, (de) the filing of the Bank Merger Certificates, and (f) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the NYSENASDAQ Global Select Market (“NASDAQ”), the New York Stock Exchange, or that are required under consumer finance, mortgage banking and other similar laws, if any, (eg) any Filings notices or filings under any applicable antitrust or competitive Lawsthe HSR Act, if any, and (fh) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Yadkin Common Stock pursuant to this Agreement (all such approvals in this Section 3.4, as applicable, would not have a Material Adverse Effectthe “Yadkin Requisite Regulatory Approvals”), no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by the Company Yadkin of the Merger Mergers and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Yadkin of this Agreement.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for (a) filings the Federal Reserve Act, as amended, and approval of applications, such applications and notices, petitionsand, filingsin connection with the acquisition of ANNB Bank by FNB, registrationsthe filing of applications and notices, declarationsas applicable, submissions with the FDIC, the OCC and other documentation ("Filings") withany state regulatory authority, including but not limited to the MD DLLR, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court approval of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Lettersuch applications and notices, (bii) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Proxy Statement relating to and the Stockholders' Meeting (together with any supplements or amendments thereto, filing and declaration of effectiveness of the "Proxy Registration Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (ciii) the filing of the Certificate Articles of Merger with and the acceptance for record by the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCLFBCA, (div) any Filings notices or Regulatory Approvals filings under the HSR Act, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, (e) any Filings or that are required under any applicable antitrust or competitive Lawsconsumer finance, mortgage banking and other similar laws, and (fvi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB of this Agreement and (B) the consummation by the Company FNB of the Merger and the other transactions contemplated by this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and except for (a) filings the Federal Reserve Act, as amended, and approval of applications, such applications and notices, petitions, filings, registrations, declarations, submissions (ii) the filing of any required applications or notices with any state or foreign agencies and other documentation approval of such applications and notices ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory State Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter), (biii) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meetings of Xxxxx Fargo's and Norwest's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (together with any supplements or amendments thereto, the "Joint Proxy Statement") and other filings required under), and compliance with other applicable requirements of, of the Exchange Act, including a Schedule 13E-3 and filings registration statement on Form 8-KS-4 (the "S-4") in which the Joint Proxy Statement will be included as a prospectus, (civ) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (dv) any Filings notices to or Regulatory Approvals filings with the Small Business Administration ("SBA"), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization ("SRO"), and the rules of the NYSE, or which are required under consumer finance, mortgage banking and other similar laws, (e) any Filings under any applicable antitrust or competitive Laws, and (fvii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Norwest Capital Stock pursuant to this Agreement and (viii) the approval of this Agreement by the requisite vote of the stockholders of Xxxxx Fargo and Norwest (including the approval of the amendment of the Norwest Certificate contemplated by Section 1.7), no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") are necessary in connection with (A) the execution and delivery by Norwest of this Agreement and (B) the consummation by the Company Norwest of the Merger and the other transactions contemplated by this Agreementhereby.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with NASDAQ, (aii) filings the filing of applications, filings and notices, petitionsas applicable, filingswith the Federal Reserve Board under the BHC Act and approval of such applications, registrationsfilings and notices, declarations(iii) the filing of applications, submissions filings and other documentation ("Filings") withnotices, as applicable, with the OCC, the CDOB and FDIC in connection with the Bank Merger, including under the Bank Merger Act, and permitsapproval of such applications, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterfilings and notices, (biv) the filing of applications, filings and notices with the BBI to become a Massachusetts bank holding company and the approval of such applications, filings and notices, (v) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Joint Proxy Statement relating to and the Stockholders' Meeting (together with any supplements or amendments thereto, S-4 in which the "Joint Proxy Statement") and other filings required underStatement will be included as a prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cvi) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCLMGCL and the Connecticut Secretary pursuant to the CBCA and the filing of the Bank Merger Certificates, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (fvii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Rockville Common Stock pursuant to this Agreement and the approval of the listing of such Rockville Common Stock on NASDAQ and (viii) and the execution and delivery by United and the relevant trustees or agents of supplemental indentures and relevant documents under the provisions of United’s trust preferred securities instruments and United and its Subsidiaries’ debt indentures set forth on Section 6.17 of the United Disclosure Schedule, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Rockville of this Agreement or (B) the consummation by the Company Rockville of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Rockville is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings receipt of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") withapprovals or no objections from, and permitsthe expiration of waiting periods required by, consentsany agency or department of any federal or state government having supervisory jurisdiction over the Parties and the transactions contemplated by this Agreement, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders including the Board of Governors of the Federal Reserve System (collectivelythe “Federal Reserve Board”), the "Regulatory Approvals"FDIC, the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “VBFI”) from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court and the Office of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure LetterCommissioner of Banks of the State of North Carolina, (b) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement proxy statement in definitive form relating to the Stockholders' Target Shareholder Meeting to be held in connection with this Agreement and the transactions contemplated by this Agreement (together with any supplements or amendments thereto, the "“Proxy Statement"”) and other filings required underof a registration statement on Form S-4 registering the shares of Buyer Common Stock to be issued in the Merger (the “Form S-4”), in which the Proxy Statement will be included, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Form S-4 under the Securities Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate North Carolina Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCLNCBCA and the Virginia Articles of Merger with the Virginia State Corporation Commission pursuant to the VSCA, (d) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the NYSErules and regulations of The Nasdaq Global Market, or that are required under consumer finance, mortgage banking and other similar laws, and (e) any Filings notices or filings under any applicable antitrust or competitive Laws, and (f) such other Filings or Regulatory Approvals the failure Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of which to be made or obtained1976, as applicableamended (the “HSR Act”), would not have a Material Adverse Effectif any, no Filings withconsents or approvals of or filings or registrations with any federal or state court, administrative agency or Regulatory Approvals fromcommission or other governmental authority or instrumentality or self-regulatory organization (each, any a “Governmental Entity Entity”) are necessary in connection with the consummation by the Company Target of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Target of this Agreement.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") withwith NASDAQ or NYSE, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court approval of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterlisting of the shares of BANC Common Stock to be issued pursuant to this Agreement and the New BANC Preferred Stock on the NYSE, (b) the filing of any required applications, filings, certificates and notices, as applicable, with the Securities and Exchange Commission (Federal Reserve under the "SEC") of a Proxy Statement relating BHC Act with respect to the Stockholders' Meeting (together with any supplements or amendments theretoMergers, the "Proxy Statement") Federal Reserve Act with respect to the FRS Membership and other filings required underthe Bank Merger Act with respect to the Bank Merger and approval or waiver of such applications, filings, certificates and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Knotices, (c) the filing of applications, filings, certificates and notices, as applicable, with the Certificate CDFPI, and approval, exemption or waiver of such applications, filings, certificates and notices, (d) the filing with the SEC of (i) any filings that are necessary under the applicable requirements of the Exchange Act, including the filing of the Joint Proxy Statement, and (ii) the S-4 and declaration of effectiveness of the S-4, (e) the filing of the Delaware Merger Certificates with the Delaware Secretary pursuant to the DGCL and filing of the Articles of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCLMGCL, (d) any Filings or Regulatory Approvals in connection with compliance with and the rules filing of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, Bank Merger Certificates and (f) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of BANC Common Stock pursuant to this Agreement, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by BANC and Merger Sub of this Agreement or (ii) the consummation by the Company BANC and Merger Sub of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger and the BANC Share Issuance). As of the date hereof, BANC has no knowledge of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers, the FRS Membership and the Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with NASDAQ, (aii) filings the filing of applications, filings and notices, petitionsas applicable, filingswith the Federal Reserve Board under the BHC Act and approval of such applications, registrationsfilings and notices, declarations(iii) the filing of applications, submissions filings and other documentation ("Filings") withnotices, as applicable, with the Federal Reserve Board, the ODFI and the IDFI in connection with the Bank Merger, including under the Bank Merger Act, and permitsapproval of such applications, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterfilings and notices, (biv) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the MainSource Disclosure Schedule or Section 4.4 of the First Financial Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Joint Proxy Statement relating to and the Stockholders' Meeting (together with any supplements or amendments thereto, S-4 in which the "Joint Proxy Statement") and other filings required underStatement will be included as a prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cvi) the filing of the Certificate Articles of Merger with the Indiana Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance IBCL and the certificate of merger with the rules Ohio Secretary pursuant to the OGCL, and the filing of the NYSE, (e) any Filings under any applicable antitrust or competitive LawsBank Merger Certificates, and (fvii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of First Financial Common Stock pursuant to this Agreement and the approval of the listing of such First Financial Common Stock on NASDAQ, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by First Financial of this Agreement or (B) the consummation by the Company First Financial of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, First Financial is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and except for approval of such applications and notices, (aii) filings the filing of any requisite applications with the Office of the Comptroller of the Currency (the "OCC") and the approval of such applications, notices, petitions, filings, registrations, declarations, submissions (iii) the filing of any required applications or notices with any state agencies and other documentation approval of such applications and notices ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory State Approvals"), (iv) fromthe filing of any requisite applications with the Office of Thrift Supervision and the approval of such applications, each federal, national, state, provincial or local, whether domestic or foreign, government or any court (v) approval of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth the listing of the Parent Capital Stock to be issued in the Disclosure LetterMerger on the NYSE, (bvi) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meetings of Parent's and Subject Company's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (together with any supplements or amendments thereto, the "Joint Proxy Statement") and other filings required under, the filing and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings registration statement on Form 8-KS- 4 (the "S-4") in which the Joint Proxy Statement will be included as a prospectus, (cvii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (dviii) any Filings such filings and approvals as are required to be made or Regulatory Approvals obtained under the securities or "Blue Sky" laws of various states in connection with compliance with the rules issuance of the NYSEshares of Parent Capital Stock pursuant to this Agreement, (eix) any Filings under any applicable antitrust or competitive Lawsthe adoption of the agreement of merger (within the meaning of Section 251 of the DGCL) contained in this Agreement by the requisite vote of the stockholders of Subject Company and the approval of the Parent Vote Matters (as defined below) by the requisite votes of the stockholders of Parent, (x) the consents and approvals set forth in Section 3.4 of the Subject Company Disclosure Schedule, and (fxi) such other Filings or Regulatory Approvals the consents and approvals of third parties which are not Governmental Entities (as defined below), the failure of which to be made or obtained, as applicable, obtain will not have and would not be reasonably expected to have a Material Adverse Effect, no Filings consents or approvals of, or filings or registrations with, any court, administrative agency or Regulatory Approvals from, commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any Governmental Entity third party are necessary in connection with (A) the execution and delivery by Subject Company of the Subject Company Documents and (B) the consummation by the Subject Company of the Merger and the other transactions contemplated by this Agreementhereby and thereby.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings, certificates and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the NASDAQ and except for the approval of the listing on the NASDAQ of the shares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (ab) filings the filing of applications, filings, certificates and notices, petitionsas applicable, with the Federal Reserve Board under the BHC Act and approval or waiver of such applications, filings and notices, (c) the filing of applications, filings, registrationscertificates and notices, declarationsas applicable, submissions and other documentation with the Office of the Comptroller of the Currency ("Filings"the “OCC”) within connection with the Bank Mergers, including filing of the notice of consummation with the OCC pursuant to the National Bank Act, and permitsapproval of such applications, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterfilings and notices, (bd) the filing of applications, filings and notices, as applicable, with (i) the Delaware Office of the State Bank Commissioner (the “DE Bank Commissioner”) under the Xxxxxx-Xxxx Interstate Banking and Branching Efficiency Act (the “Xxxxxx-Xxxx Act”) and such other banking Laws as may be required in connection with the TBOD Bank Merger, and approval of such applications, filings and notices, (ii) the Virginia Bureau of Financial Institutions (the “VA BFI”) under the Xxxxxx-Xxxx Act and such other banking Laws as may be required in connection with the VPB Bank Merger, and approval of such applications, filings and notices, and (iii) the Maryland Office of the Commissioner of Financial Regulation (the “MD OCFR”) under the Maryland Financial Institutions Code section 5-903(c) and such other banking Laws as may be required in connection with the transactions contemplated hereby, and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement (i) any filings that are necessary under applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) the registration statement on Form S-4 in which both the proxy statement relating to the Stockholders' Meeting meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (together with including any supplements amendment or amendments supplement thereto, the "“Proxy Statement"”) and other filings required undera prospectus relating to the shares of Parent Common Stock to be issued in the First-Step Merger will be included, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cf) the filing of the First-Step Merger Certificate of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCLMGCL, (dg) any Filings or Regulatory Approvals in connection with compliance the filing of the Second-Step Merger Certificates with the rules Delaware Secretary and the Maryland Department in accordance with the DGCL and the MGCL, respectively, (h) the filing of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, Bank Merger Certificates and (fi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Parent Common Stock pursuant to this Agreement, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals fromcommission, regulatory agency or other federal, state or foreign governmental authority or instrumentality or any self-regulatory organization (each, a “Governmental Entity Entity”) or any other third party are necessary in connection with (A) the execution and delivery by the Company of this Agreement, (B) the consummation by the Company of the Merger Integrated Mergers and the other transactions contemplated hereby, (C) the execution and delivery by this each of TBOD and VPB of the TBOD Bank Merger Agreement and VPB Bank Merger Agreement, respectively or (D) the consummation by each of the TBOD and VPB of the TBOD Bank Merger and VPB Bank Merger, respectively.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (ai) filings of applications, notices, petitions, filings, registrations, declarations, submissions applications and other documentation ("Filings") notices with, and permitsreceipt of consents, consentsauthorizations, approvals, authorizations, clearances, exemptions, nonobjections, waivers exemptions or orders (collectivelynonobjections from, the "Securities and Exchange Commission (the “SEC”), the NYSE, state securities authorities, the Financial Industry Regulatory Approvals"Authority, the Securities Investor Protection Corporation, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) fromthe filing of any other required applications, each federalfilings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), nationalthe OTS, statethe FDIC, provincial or localthe Office of the State Bank Commissioner of the State of Delaware, whether domestic or the New Jersey Department of Banking and Insurance, the New York State Banking Department, any foreign, government federal or any court of competent jurisdictionstate banking, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority authorities or instrumentalityany courts, whether domestic, foreign administrative agencies or supranational commissions or other governmental authorities or instrumentalities (each, a "“Governmental Entity"”) set forth and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the Disclosure Letter“Regulatory Approvals”), (biii) the filing with the Securities and Exchange Commission (the "SEC") SEC of a Proxy Statement in definitive form relating to the Stockholders' Meeting meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (together with any supplements or amendments thereto, the "“Proxy Statement"”) and other filings required underof a registration statement on Form S-4 with respect to the Merger (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (civ) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (dv) any Filings notices to or Regulatory Approvals in connection with compliance filings with the rules of the NYSESmall Business Administration, (e) any Filings under any applicable antitrust or competitive Laws, and (fvi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and approval of listing of such Parent Common Stock on the NYSE, as applicable, would and (viii) the consents and approvals of third parties that are not have a Material Adverse EffectGovernmental Entities required to consummate the Merger, no Filings with, consents or Regulatory Approvals from, approvals of or notices to or filings with any Governmental Entity or other third party are necessary in connection with the (A) execution and delivery of this Agreement and (B) consummation by the Company of the Merger and the other transactions contemplated by this Agreement. As of the date hereof, the Company is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, with the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure LetterNew York Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with the Securities Federal Reserve Board and Exchange Commission (the "SEC") approval of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretosuch applications, the "Proxy Statement") filings and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Knotices, (c) the filing of applications, filings and notices, as applicable, with the Georgia Department of Banking and Finance in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the S-4, (f) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with and the rules filing of the NYSEBank Merger Certificates, (e) any Filings under any applicable antitrust or competitive Laws, and (fg) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and (h) the approval of the listing of such Parent Common Stock on the New York Stock Exchange, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent or Merger Sub of this Agreement or (ii) the consummation by the Company Parent or Merger Sub of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Parent is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation Except for ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (bi) the filing with the Securities and Exchange Commission SEC of a joint proxy statement in definitive form (the "SEC"“Joint Proxy Statement/Prospectus”) of a Proxy Statement relating to the Stockholders' Meeting special meeting of MCC’s stockholders to be held in order to obtain MCC Stockholder Approval (together with any supplements or amendments thereto, the "“MCC Stockholder Meeting”) and the special meeting of SIC’s stockholders to be held to vote on the SIC Matters (the “SIC Stockholder Meeting”) and of a registration statement on Form N-14 (the “Form N-14 Registration Statement”) in which the Joint Proxy Statement") and other filings required under/Prospectus will be included as a prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KN-14 Registration Statement by the SEC, (cii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the filing of the Articles of Merger with SDAT, (diii) any Filings notices, consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the rules and regulations of the NYSE, or any other applicable self-regulatory organization (e“SRO”), (iv) any Filings notices, filings or consents of the SBA required to keep the SBA Debentures outstanding following the Effective Time, (v) any notices or filings under any the HSR Act and the expiration of applicable antitrust or competitive Lawswaiting periods, and (fvi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of SIC Common Stock pursuant to this Agreement, (vii) receipt of the SEC Exemptive Relief, or (viii) as applicable, would not have a Material Adverse Effectset forth on Section 4.4(a) of MCC Disclosure Schedule (the foregoing (i) through (viii) referred to collectively as the “MCC Required Approvals”), no Filings withother consents, authorizations, approvals, or Regulatory Approvals exemptions from, or notices to, or filings with, any Governmental Entity are necessary in connection with the execution and delivery by MCC of this Agreement or the consummation by the Company MCC of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for (a) filings approval of applications, such applications and notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (b) the filing with pre-merger notification requirements of the Securities and Exchange Commission (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange HSR Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the State Approvals, (d) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus and any filings under the Securities Act required in connection with the issuance of shares of U.S. Bancorp Common Stock pursuant to the U.S. Bancorp Option Agreement, (e) the filing of the Certificate of Merger Wisconsin Articles with the Secretary of State Wisconsin Depart- ment pursuant to the WBCL, (f) the filing of the State of Delaware Certificate with the Delaware Secretary pursuant to the DGCL, (dg) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, insurance companies and agents, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable SRO, and the rules of the NYSE, (e) any Filings or that are required under any applicable antitrust or competitive Lawsconsumer finance, mortgage banking and other similar laws and (fh) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of shares of Surviving Corporation Common Stock pursuant to this Agreement or the resale of shares of U.S. Bancorp Common Stock as applicable, would not have a Material Adverse Effectcontemplated by the U.S. Bancorp Stock Option Agreement, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by U.S. Bancorp of this Agreement and (ii) the consummation by the Company U.S. Bancorp of the Merger and the other transactions contemplated by this Agreementhereby, except to the extent that the absence of any such consent, authorization, approval, filing or exemption would not, individually or in the aggregate, have a Material Adverse Effect on U.S. Bancorp or the Surviving Corporation.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and except for (a) filings the Federal Reserve Act, as amended, and approval of applications, such applications and notices, petitions, filings, registrations, declarations, submissions (ii) the filing of any required applications or notices with any state or foreign agencies and other documentation approval of such applications and notices ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory State Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter), (biii) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meetings of CCB's and NCBC's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (together with any supplements or amendments thereto, the "Joint Proxy Statement") and other filings required under), and compliance with other applicable requirements of, of the Exchange Act, including a Schedule 13E-3 and filings registration statement on Form 8-KS-4 (the "S-4") in which the Joint Proxy Statement will be included as a prospectus, (civ) the filing of the Certificate Articles of Merger with the North Carolina Secretary of State of and the State of Delaware Tennessee Secretary pursuant to the DGCLNCBCA and TBCA, respectively, (dv) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self- regulatory organization ("SRO"), and the rules of the The New York Stock Exchange, Inc. ("NYSE"), or which are required under consumer finance, mortgage banking and other similar laws, (e) any Filings under any applicable antitrust or competitive Laws, and (fvi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of NCBC Capital Stock pursuant to this Agreement and (vii) the approval of this Agreement by the requisite vote of the shareholders of CCB and NCBC (including the approval of the amendment of the NCBC Charter contemplated by Section 1.7), no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") are necessary in connection with (A) the execution and delivery by NCBC of this Agreement and (B) the consummation by the Company NCBC of the Merger and the other transactions contemplated by this Agreementhereby.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for (a) filings the Federal Reserve Act, as amended, and approval of applications, such applications and notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings"ii) with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (biii) the filing with the Securities SEC of the Joint Proxy Statement and Exchange Commission the filing and declaration of effectiveness of the Form S-4, (iv) the "SEC") filing of the Articles of Merger with the Rhode Island Secretary pursuant to the RIBCA and the issuance by the Rhode Island Secretary of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") Certificate of Merger and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (dv) any Filings notices to or Regulatory Approvals filings with the SBA, (vi) any notices or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable SRO, and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (e) any Filings under any applicable antitrust or competitive Laws, and (fviii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Bank of America Capital Stock pursuant to this Agreement, (ix) the approval of this Agreement by the requisite vote of stockholders of Bank of America and (x) filings, if any, required as applicable, would not have a Material Adverse Effectresult of the particular status of FleetBoston, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Bank of America of this Agreement or the Stock Option Agreements and (B) the consummation by the Company Bank of America of the Merger and the other transactions contemplated by this AgreementAgreement and the Stock Option Agreements.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and except for (a) filings the Federal Reserve Act, as amended, and approval of applications, such applications and notices, petitions(ii) the filing of any required applications or notices with any other federal, filings, registrations, declarations, submissions state or foreign agencies or regulatory authorities and other documentation approval of such applications and notices ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "“Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter”), (biii) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement Statement/Prospectus in definitive form relating to the Stockholders' Meeting meeting of First National Bankshares’ shareholders to be held in connection with this Agreement and the transactions contemplated hereby (together with any supplements or amendments thereto, the "“Proxy Statement") and other filings required under/Prospectus”), and compliance with other applicable requirements of, of the Exchange Act, including a Schedule 13E-3 and filings registration statement on Form 8-KS-4 (the “Form S-4”) in which the Proxy Statement/Prospectus will be included as a prospectus, and declaration of effectiveness of the Form S-4, (civ) the filing of the Certificate of Merger with the Ohio Secretary of State of the State of Delaware pursuant to the DGCLOGCL and the filing of Articles of Merger with the Florida Secretary pursuant to the FBCA, (dv) any Filings notices to or Regulatory Approvals filings with the Small Business Administration (the “SBA”), (vi) any notice or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules of the The New York Stock Exchange, Inc. (“NYSE”) or The Nasdaq Stock Market, (e) any Filings Inc., or which are required under any applicable antitrust or competitive Lawsinsurance, consumer finance, mortgage banking and other similar laws and (fviii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”), or Regulatory Approvals fromany other third party, any Governmental Entity are necessary in connection with the consummation by the Company Fifth Third of the Merger and the other transactions contemplated by this Agreementhereby.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, with the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure LetterNASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Securities Federal Reserve Board under the BHC Act and Exchange Commission (the "SEC") approval of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretosuch applications, the "Proxy Statement") filings and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Knotices, (c) the filing of any required applications, filings and notices, as applicable, with the Certificate FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking or insurance authorities listed on Section 3.4 of the Umpqua Disclosure Schedule or Section 4.4 of the Columbia Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (f) the filing of the Columbia Articles Amendment with the Washington Secretary, the Articles of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the Oregon Secretary pursuant to the OBCA, (d) any Filings or Regulatory Approvals in connection with compliance and the Oregon Articles of Merger with the rules Oregon Secretary pursuant to the OBCA, the filing of the NYSE, (e) any Filings under any applicable antitrust or competitive LawsWashington Articles of Merger with the Washington Secretary pursuant to the WBCA, and the filing of the Bank Merger Certificates and (fg) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Columbia Common Stock pursuant to this Agreement and the approval of the listing of such Columbia Common Stock on the NASDAQ, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Columbia and Merger Sub of this Agreement or (ii) the consummation by the Company Columbia and Merger Sub of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Columbia has no knowledge of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, and except for (a) filings approval of applications, such applications and notices, petitions, filings, registrations, declarations, submissions and (ii) the filing of any other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers required applications or orders (collectively, the "Regulatory Approvals") from, each federal, national, notices with any state, provincial federal or local, whether domestic or foreign, government or any court foreign agencies and approval of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational such applications and notices (each, a "Governmental Entity") set forth in the Disclosure Letter“State Approvals”), (biii) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meetings of LSB’s and FNB’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (together with any supplements or amendments thereto, the "“Joint Proxy Statement") and other filings required under”), and compliance with other applicable requirements of, of the Exchange Act, including a Schedule 13E-3 and filings registration statement on Form 8-KS-4 (the “S-4”) in which the Joint Proxy Statement will be included as a prospectus, (civ) the filing of the Certificate Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCLNCBCA and Chapter 53 of the North Carolina General Statutes, (dv) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and the rules and regulations thereunder, and of the NYSEany applicable industry self-regulatory organization (“SRO”), or which are required under consumer finance, mortgage banking and other similar laws, (e) any Filings under any applicable antitrust or competitive Laws, and (fvi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of LSB Common Stock pursuant to this Agreement and (vii) the approval of this Agreement by the requisite votes of the shareholders of FNB and LSB (including the approval of the amendments of the Charter contemplated by Sections 1.1 and 1.7), no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by LSB of this Agreement and (B) the consummation by the Company LSB of the Merger and the other transactions contemplated by this Agreementhereby.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with the NASDAQ, (ab) filings the filing of applications, filings and notices, petitionsas applicable, filingswith the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, registrationsfilings and notices, declarations(c) the filing of applications, submissions filings and other documentation notices, as applicable, with the Idaho Department of Finance ("Filings") withthe “Idaho Department”), and permitsthe Oregon Division of Finance and Corporate Securities (the “Oregon Division”), consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectivelyif applicable, the "Regulatory Approvals"FDIC and any government sponsored entity with respect to any loan program offered by it in which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Shared-Loss Agreements, and approval of such applications, filings and notices, (d) fromthe filing with the SEC of a proxy statement in definitive form relating to the meeting of Home’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, each federalthe “Proxy Statement”), nationaland of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, stateto be filed with the SEC by Cascade in connection with the transactions contemplated by this Agreement, provincial to, among other things, register any securities issuable by Cascade in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and declaration of effectiveness of the S-4, (e) any filings or localnotices with the U.S. Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, whether domestic as amended (the “HSR Act”), (f) the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL and the Oregon Secretary pursuant to the OBCA, and the filing of the Bank Merger Certificates, and (g) such filings and approvals as are required to be made or foreignobtained under the federal securities laws, government or the securities or “Blue Sky” laws of various states in connection with the issuance by Cascade of any court securities pursuant to this Agreement and the approval of competent jurisdictionthe listing of the shares of Cascade Common Stock issued in conjunction with the transactions contemplated by this Agreement on the NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement governmental authority or instrumentality, whether domestic, foreign instrumentality or supranational SRO (each, as defined in Section 3.5) (each a "“Governmental Entity"”) set forth in the Disclosure Letter, (b) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (f) such other Filings or Regulatory Approvals the failure of which to be made or obtained, as applicable, would not have a Material Adverse Effect, no Filings with, or Regulatory Approvals from, any Governmental Entity are necessary in connection with (A) the execution and delivery by Home of this Agreement or (B) the consummation by the Company Home of the Merger and the consummation by Home or any Home Subsidiary of the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Home is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings, notices and Regulatory Approvals referred to in Section 4.5 are duly made and obtainedrequests for waiver, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and except for (a) filings approval of such applications, noticesfilings and notices or granting of such waivers, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letteras applicable, (b) the filing of any required applications, filings and notices, as applicable, with the FDIC and the Texas Department of Banking in connection with the Bank Merger and approval of such applications, filings and notices, (c) the filing of an exit notice with the Office of the Comptroller of the Currency (the “OCC”) pursuant to 12 C.F.R. § 5.33(k) with respect to the Bank Merger and the filing of any other required applications, filings or notices with any federal or state banking authorities listed on Section 3.4 of the CBTX Disclosure Schedule or Section 4.4 of the Allegiance Disclosure Schedule and approval of such applications, filings and notices, as applicable, (d) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by CBTX with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement joint proxy statement in definitive form relating to meetings of CBTX’s shareholders and Allegiance’s shareholders to be held in connection with this Agreement and the Stockholders' Meeting transactions contemplated hereby (together with including any amendments or supplements or amendments thereto, the "“Joint Proxy Statement"”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by CBTX in connection with the transactions contemplated by this Agreement (the “S-4”) and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Kdeclaration of effectiveness of the S-4, (cf) the filing of the Certificate of Merger with the Texas Secretary of State of the State of Delaware pursuant to the DGCLTBOC, (dg) any Filings or Regulatory Approvals in connection with compliance the filing of the Bank Merger Certificates with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, Governmental Entities as required by applicable law and (fh) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CBTX Common Stock pursuant to this Agreement and the approval of the listing of such CBTX Common Stock on the NASDAQ, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by CBTX of this Agreement or (ii) the consummation by the Company CBTX of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, CBTX has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this AgreementCBTX to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (a) filings any application, filing, or submission required to be made and any consent, approval, authorization, or authority required to be made or obtained under Title 49 of applicationsthe United States Code or under any regulation, noticesrule, petitionsorder, filingsnotice, registrationsor policy of the U.S. Federal Aviation Administration (the “FAA”), declarationsthe U.S. Department of Transportation (the “DOT”), submissions and other documentation the Federal Communications Commission ("Filings") withthe “FCC”), and permitsthe U.S. Department of Homeland Security (the “DHS”), consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders including the U.S. Transportation Security Administration (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter“TSA”), (b) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement in definitive form relating to the Stockholders' AirTran Stockholders Meeting (together with any supplements or amendments thereto, the "“Proxy Statement"”) and other filings required of a registration statement on Form S-4, in which the Proxy Statement will be included (the “Form S-4”), and declaration of effectiveness of the Form S-4, and the filing with the SEC of such reports under, and such other compliance with other applicable requirements ofwith, the Securities Exchange Act of 1934 (the “Exchange Act”), including a Schedule 13E-3 the Securities Act of 1933 (the “Securities Act”), and filings on Form 8-Kthe rules and regulations thereunder, (c) the filing of the Certificate Articles of Merger with the Nevada Secretary of State of the State of Delaware pursuant to the DGCLNRS, (d) any Filings notices or Regulatory Approvals filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (e) such filings and approvals as are required to be made or obtained under applicable state securities or “blue sky” Laws in connection with compliance with the issuance by Southwest of the Southwest Common Stock issuable pursuant to ARTICLE II, (f) any filings required under the rules and regulations of the NYSE, (eg) any Filings notices and supplemental indentures under any applicable antitrust the AirTran Notes or competitive Lawsthe AirTran Indentures, (h) consents and approvals listed in Section 3.4 of the AirTran Disclosure Letter, and (fi) such other Filings or Regulatory Approvals consents, approvals, Orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made or obtained, as applicable, would not have result in a AirTran Material Adverse EffectEffect or be reasonably likely, individually or in the aggregate, to prevent, materially delay, or materially impair the ability of AirTran to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement, no Filings consents, approvals of, filings, or registrations with, or Regulatory Approvals fromOrders, authorizations, or authority of any Governmental Entity Authority are necessary in connection with (i) the execution and delivery by AirTran of this Agreement, (ii) the consummation by the Company of the Merger and the other transactions contemplated by this AgreementAgreement by AirTran, and (iii) the performance by AirTran of the obligations hereunder.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve under the BHC Act and except for approval of such applications, filings and notices, (aii) filings the filing of applications, filings and notices, petitionsas applicable, filingswith the Federal Reserve in connection with the Bank Merger, registrations, declarations, submissions and other documentation ("Filings") withincluding under the Bank Merger Act, and permitsapproval of such applications, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterfilings and notices, (biii) the filing of applications, filings and notices, as applicable, with the Maryland Office and the Virginia Bureau in connection with the Bank Merger and approval of such applications, filings and notices, (iv) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Joint Proxy Statement relating to and the Stockholders' Meeting Form S-4 and declaration of effectiveness of the Form S-4, (together with any supplements or amendments thereto, the "Proxy Statement"v) and other filings and reports as required under, and compliance with other applicable requirements of, pursuant to the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (cvi) the filing of the Certificate Articles of Merger with the Secretary of Virginia State of the State of Delaware Corporation Commission pursuant to the DGCLVSCA, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (fvii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and (viii) the filing with the Nasdaq Stock Market of a Material Adverse Effectnotification of the listing of the shares of Parent Common Stock to be issued in the First-Step Merger, no Filings withconsents or approvals of, or Regulatory Approvals fromfilings or registrations with, any Governmental Entity or any third party are necessary required to be made or obtained in connection with the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by the Company Parent or Merger Sub of the Merger Integrated Mergers and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, Parent has no knowledge of any reason pertaining to Parent why any of the approvals referred to in this Section 4.6 should not be obtained without the imposition of any condition or requirement described in Section 7.1(c).

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the Bank Merger Act and except for (a) filings the BHC Act and approval of applications, such applications and notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (b) the filing of a notice with the Securities and Exchange Commission (the "SEC") of a Proxy Statement relating OTS pursuant to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K12 C.F.R. § 563.22(h)(1), (c) the receipt of the approval of the Director of the New Mexico Financial Institutions Division to convert the Bank from a federal savings association to a New Mexico state bank, (d) the filing and approval of applications with the Director of the New Mexico Financial Institutions Division to, among other things, merge the Bank into the Buyer Bank immediately upon conversion of the Bank to a New Mexico state bank, (e) filings under state securities and “blue sky” Laws, (f) the filing of Articles of Merger with the Public Regulation Commission of the State of New Mexico pursuant to the NMBCA and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (dg) any Filings or Regulatory Approvals the authorization to list shares of Buyer Common Stock to be issued in connection the Merger on the NASDAQ, (h) the filing of this Agreement and the Bank Merger Agreement together with compliance copies of the resolutions approving this Agreement and the Bank Merger Agreement and a certificate of the appropriate officers of the Company that shareholders voted to approve this Agreement and a certificate evidencing approval of the subsidiary Merger by the sole shareholder of the Buyer Bank with the rules Director of Financial Institutions Division pursuant to the NMBA and the Public Regulation Commission of the NYSEState of New Mexico, (ei) the filing with the SEC of the Proxy Statement/Prospectus and the filing and declaration of effectiveness of the S-4 and any Filings filings or approvals under any applicable antitrust or competitive Laws, state securities laws and (fj) such other Filings filings, authorizations or Regulatory Approvals approvals as may be set forth in Section 4.4 of the failure of which to be made or obtained, as applicable, would not have a Material Adverse EffectBuyer Disclosure Schedule, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with (i) the execution and delivery by the Buyer of this Agreement and (ii) the consummation by the Company Buyer of the Merger and the other transactions contemplated by this Agreementhereby, other than consents, approvals, filings or registrations which have been obtained or made or which, if not obtained or made, would not have, individually or in the aggregate, a Material Adverse Effect on the Buyer.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with the NYSE, (aii) filings the filing of applications, filings and notices, petitionsas applicable, filingswith the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, registrationsfilings and notices, declarations(iii) the filing of applications, submissions filings and other documentation notices, as applicable, with the Office of the Comptroller of the Currency ("Filings"the “OCC”) within connection with the Bank Merger, including under the Bank Merger Act, and permitsapproval of such applications, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterfilings and notices, (biv) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Xxxxxx Valley Disclosure Schedule or Section 4.4 of the Sterling Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meetings of Xxxxxx Valley’s and Sterling’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (together with including any amendments or supplements or amendments thereto, the "“Joint Proxy Statement"”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Sterling in connection with the transactions contemplated by this Agreement (the “S-4”) and other filings required under, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cvi) the filing of the Certificate Certificates of Merger with the Secretary of New York State of the State of Delaware Department pursuant to the DGCLNYBCL and the Delaware Secretary pursuant to the DGCL and the filing of the Bank Merger Certificates, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (fvii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Sterling Common Stock pursuant to this Agreement and the approval of the listing of such Sterling Common Stock on the NYSE, as applicableand (viii) the written approval of the Financial Industry Regulatory Authority, would not have a Material Adverse EffectInc. (“FINRA”), for the transactions contemplated by this Agreement pursuant to NASD Rule 1017 (the “FINRA Approval”), no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Xxxxxx Valley of this Agreement or (B) the consummation by the Company Xxxxxx Valley of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Xxxxxx Valley is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (ai) any notices or filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, required by the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission HSR Act or other governmental, regulatory, self-regulatory Antitrust Law and the termination or enforcement authority expiration of the waiting period under the HSR Act or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterother Antitrust Law, (bii) the filing of any other required applications or notices related to Other Approvals, (iii) the filing with the Securities and Exchange Commission SEC of (A) the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required underForm S-4, and compliance with (B) such other applicable requirements of, reports or filings under the Exchange Act, including a Schedule 13E-3 Act or the Securities Act as may be required in connection with this Agreement and filings on Form 8-Kthe transactions contemplated by this Agreement, (civ) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDRULPA and the LLC Act, (dv) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the rules of the NYSE, (evi) any Filings such filings and approvals as may be required to be made or obtained under any applicable antitrust the securities or competitive Laws“Blue Sky” laws of various states in connection with the issuance of the Parent Shares pursuant to this Agreement, (vii) the filings, clearances, consents, notices and approvals set forth in Section 4.5 of the Parent Disclosure Letter, and (fviii) such other Filings or Regulatory Approvals additional filings, clearances, consents, notices and approvals, the failure of which to be made make or obtained, as applicable, obtain would not have a Parent Material Adverse Effect, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity or any Third Party are necessary in connection with the execution and delivery by the Parent Parties of this Agreement or the consummation by the Company Parent Parties of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Assuming that Except for (i) the Filings approval of this Agreement with respect to the Migratory Merger by the Required Banknorth Vote, (ii) the adoption of this Agreement with respect to the Mergers by the Banknorth Delaware Required Vote, (iii) approval of the listing of the TD Common Shares to be issued in the Acquisition Merger on the Toronto Stock Exchange and Regulatory Approvals referred the New York Stock Exchange, (iv) approval of the listing of the Banknorth Delaware Common Stock to be issued in Section 4.5 are duly made the Migratory Merger on the New York Stock Exchange, (v) the filing of applications and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for approval of such applications and notices; (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (bvi) the filing with the Securities SEC of the Proxy Statement/Prospectus and Exchange Commission (the "SEC") filing with, and declaration of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretoeffectiveness by, the "SEC of the Registration Statement in which the Proxy Statement") /Prospectus will be included as a prospectus and other any related filings required under, and compliance with other or approvals under applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Kstate securities or blue sky laws, (cvii) the filing of the Migratory Merger Certificates and the Certificate of Merger with the Secretary Secretaries of State of the State States of Delaware Maine and Delaware, as applicable, pursuant to the MBCA and the DGCL, as applicable, (dviii) the consents and approvals set forth in Section 4.4 of the TD Disclosure Schedule, (ix) any Filings notices or Regulatory Approvals filings under the HSR Act, (x) the OSFI Approval, (xi) the State Banking Approvals, (xii) consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal or state securities laws relating to the regulation of broker-dealers, investment companies and investment advisors, (xiii) such filings, notifications and approvals as are required under the SBIA and the rules and regulations of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, SBA thereunder and (fxiv) such other Filings or Regulatory Approvals the consents and approvals of third parties which are not Governmental Entities, the failure of which to be made or obtained, as applicable, obtained will not have and would not have be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Banknorth or TD, no Filings withconsents or approvals of, or Regulatory Approvals fromfilings or registrations with, any Governmental Entity or with any other third party are necessary in connection with (A) the execution and delivery by TD and Berlin Mergerco of this Agreement and the execution, delivery and performance by TD of the Stockholders Agreement and (B) the consummation by the Company TD and Berlin Mergerco of the Acquisition Merger and the other transactions contemplated by this Agreementhereby.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, with the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure LetterNYSE, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking or insurance authorities listed on Section 3.4 of the Sterling Disclosure Schedule or Section 4.4 of the Wxxxxxx Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meetings of Sterling’s and Wxxxxxx’x stockholders to be held in connection with this Agreement and the transactions contemplated hereby (together with including any amendments or supplements or amendments thereto, the "“Joint Proxy Statement"”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Wxxxxxx in connection with the transactions contemplated by this Agreement (the “S-4”) and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Kdeclaration of effectiveness of the S-4, (cf) the filing of the Wxxxxxx Certificate Amendment, the Certificate of Merger and the Certificate of Designations for the New Wxxxxxx Preferred Stock with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with DGCL and the rules filing of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, Bank Merger Certificates and (fg) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Wxxxxxx Common Stock and New Wxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Wxxxxxx Common Stock and New Wxxxxxx Preferred Stock (or depositary shares in respect thereof) on the NYSE, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by Sterling of this Agreement or (ii) the consummation by the Company Sterling of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Sterling is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with the NYSE or Nasdaq Global Select Market (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter“Nasdaq”), (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and Bank Merger Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the Securities and Exchange Commission (the "“SEC"”), and approval of such applications, filings and notices, (d) the filing of any required notices with the Office of the Comptroller of the Currency (the “OCC”), (e) the filing of any required applications, filings and notices, as applicable, with the Bureau of Financial Institutions (the “BFI”) of a Proxy Statement relating to the Stockholders' Meeting VSCC in connection with the Mergers, and approval of such applications, filings and notices, (together f) the filing with any supplements or amendments thereto, the "SEC of the Proxy Statement") /Prospectus and other filings required underthe Registration Statement (in which the Proxy Statement/Prospectus will be included), and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Kdeclaration of effectiveness of the Registration Statement, (cg) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware VSCC pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive LawsVSCA, and (fh) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Buyer Common Stock pursuant to this Agreement and the approval of the listing of such Buyer Common Stock on the NYSE, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or commission, Regulatory Approvals fromAgency or other governmental or regulatory authority or instrumentality (each, a “Governmental Entity”) or any Governmental Entity third party are necessary in connection with (i) the execution and delivery by AMNB of this Agreement or (ii) the consummation by the Company AMNB of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, AMNB is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers on a timely basis.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred notices, as applicable, with the FRB, the FDIC, the TDFI and the NCCOB, with respect to in Section 4.5 are duly made the Merger, the Second Step Merger and obtainedthe Bank Merger, as applicable, and except for (a) filings approval of applications, such applications and notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings"ii) with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (biii) the filing with the Securities and Exchange Commission SEC of the Form S-4 (which shall include the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Joint Proxy Statement"/Prospectus) and other filings required underdeclaration of effectiveness of the Form S-4 by the SEC, and (iv) compliance with other the applicable requirements of, of the Exchange Act, including a Schedule 13E-3 Act and such filings on Form 8-Kand approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock constituting the Merger Consideration pursuant to this Agreement, (cv) the filing of the Certificate Articles of Merger and the North Carolina Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCLNCBCA, the filing of the Tennessee Articles of Merger with the Tennessee Secretary pursuant to the TBCA and the filing of the Bank Merger Certificates, (dvi) any Filings notice or Regulatory Approvals filings under the HSR Act and (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and the rules of the NYSENasdaq, (e) any Filings or which are required under any applicable antitrust or competitive Lawsconsumer finance, insurance, mortgage banking and (f) such other Filings or Regulatory Approvals the failure of which to be made or obtained, as applicable, would not have a Material Adverse Effectsimilar laws, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity or Regulatory Agency are necessary in connection with (A) the execution and delivery by Target of this Agreement or (B) the consummation by the Company Target or any of its Subsidiaries, as applicable, of the Merger Mergers and the other transactions contemplated hereby (including the Bank Merger). Except for any consents, authorizations, or approvals which are listed in Sections 4.3 or 4.4 of the Target Disclosure Schedule, receipt of the Requisite Target Vote and adoption and approval of the Bank Merger Agreement by Target as the sole shareholder of Target Bank, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary in connection with (x) the execution and delivery by Target of this AgreementAgreement or (y) the consummation by Target or any of its Subsidiaries, as applicable, of the Mergers and the other transactions contemplated hereby (including the Bank Merger).

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices with the applicable Governmental Entities (including with Insurance Regulators under applicable Insurance Laws), as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in Section 3.4 of the Company Disclosure LetterSchedule and, where noted therein, the approval of such applications, filings and notices, (bii) the filing with the Securities and Exchange Commission (the "SEC") SEC of a Proxy Statement proxy statement in definitive form relating to the Stockholders' Meeting meeting of the Company’s shareholders and the meeting of the Parent’s shareholders, in each case, to be held in connection with this Agreement and the transactions contemplated hereby (together with including any amendments or supplements or amendments thereto, the "“Joint Proxy Statement"”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and other filings required under, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (ciii) the filing of the Certificate of Merger with the New Jersey Secretary of State of the State of Delaware pursuant to the DGCLNJBCA, (div) the filing of any Filings notices or Regulatory Approvals in connection with compliance with other filings under the rules Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the NYSE, (e) any Filings under any applicable antitrust or competitive Laws“HSR Act”), and (fv) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Common Shares pursuant to this Agreement and the approval of the listing of such Parent Common Shares on the New York Stock Exchange (“NYSE”), no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by the Company of this Agreement or (B) the consummation by the Company of the Merger and the other transactions contemplated by hereby. As used in this Agreement, “SRO” means (x) any “self-regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (y) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date hereof, the Company is not aware of any reason why all necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger on a timely basis.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (ai) filings of applications, notices, petitions, filings, registrations, declarations, submissions applications and other documentation ("Filings") notices with, and permitsreceipt of consents, consentsauthorizations, approvals, authorizations, clearances, exemptions, nonobjections, waivers exemptions or orders (collectivelynonobjections from, the "Securities and Exchange Commission (the “SEC”), NYSE, state securities authorities, the Financial Industry Regulatory Approvals"Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) fromthe filing of any other required applications, each federalfilings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), national, state, provincial or local, whether domestic or any foreign, government federal or any court of competent jurisdictionstate banking, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority authorities or instrumentalityany courts, whether domestic, foreign administrative agencies or supranational commissions or other governmental authorities or instrumentalities (each, each a "“Governmental Entity"”) set forth and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the Disclosure Letter“Regulatory Approvals”), (biii) the filing with the Securities and Exchange Commission (the "SEC") SEC of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meeting of Company’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (together with any supplements or amendments thereto, the "“Joint Proxy Statement"”) and other filings required underof a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 Form S-4 and filings on Form 8-Kthe filing and effectiveness of the registration statement contemplated by Section 6.1(a), (civ) the filing of the Certificate Articles of Merger with the Department of State of the Commonwealth of Pennsylvania and the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCLDelaware, (dv) any Filings notices or Regulatory Approvals in connection with compliance with filings under the rules Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the NYSE, (e“HSR Act”) any Filings under any applicable antitrust or competitive Laws, and (fvi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the NYSE, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by the Company of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Company of this Agreement. As of the date hereof, Company is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.

Consents and Approvals. Assuming that Except for (a)(i) compliance with the Filings premerger notification filing requirements under Part IX of the Competition Act (Canada) and Regulatory Approvals referred the expiration of the applicable waiting period in relation thereto or (ii) receipt of an advance ruling certificate (an "ARC") pursuant to section 102 of the Competition Act (Canada), (b) the filing of applications with the appropriate financial regulatory authorities in the provinces, states and countries in which Newcourt or any Newcourt Subsidiary conducts business, (c) receipt of exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the Exchangeable Shares, (d) the filing with the Court, the SEC, the OSC and other Canadian securities regulatory authorities of a joint proxy statement and proxy circular in definitive form relating to the meetings of Newcourt's shareholders and CIT's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Circular") and the mailing to Newcourt's shareholders of the Proxy Circular and the filing by CIT and declaration of the effectiveness of the Registration Statement in respect of the shares of CIT Common Stock issuable upon the exchange of the Exchangeable Shares, (e) the approval of the Plan of Arrangement by the requisite vote of the shareholders of Newcourt, (f) filings with the Director appointed pursuant to Section 4.5 are duly made 278 of the OBCA, (g) approval of the TSE regarding the listing of the Exchangeable Shares, (i) the approval of the Court of the Arrangement and obtained, as applicablethe filing of the Articles of Arrangement and any other documents required by the OBCA by way of issuance of the Interim Order and the Final Order, and except for (ah) filings of applications, notices, petitions, such filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearancesorders and approvals as may be required under the Ontario Securities Act and other relevant Canadian securities statutes, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each any other applicable federal, national, state, provincial or localstate securities laws and the rules of the TSE, whether the ME and the NYSE, no consents, orders or approvals of or filings or registrations with any foreign or domestic or foreigncourt, government or any court of competent jurisdictionregulatory body, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement governmental authority or instrumentality, whether domestic, foreign or supranational instrumentality (each, each a "Governmental Entity") set forth in the Disclosure Letter, (b) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together or with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (f) such other Filings or Regulatory Approvals the failure of which to be made or obtained, as applicable, would not have a Material Adverse Effect, no Filings with, or Regulatory Approvals from, any Governmental Entity third party are necessary in connection with (1) the execution and delivery by Newcourt of this Agreement and the Plan of Arrangement and (2) the consummation by the Company Newcourt of the Merger Arrangement and the other transactions contemplated by this Agreementhereby.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with the Board of Governors of the Federal Reserve System (athe “Federal Reserve Board”) filings of applicationsunder the BHC Act, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letteras amended, (b) the filing of any required applications, filings or notices with the Securities FDIC and Exchange Commission any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K“Other Regulatory Approvals”), (c) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Seller’s stockholders to be held in connection with this Agreement and of the Certificate Form S-4 in which such proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (d) the filing of the Articles of Merger with the Delaware Secretary of State and the North Carolina Secretary of the State of Delaware pursuant to the DGCLDGCL and NCBCA, (de) the filing of the Bank Merger Certificates, and (f) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the New York Stock Exchange (“NYSE”), (e) any Filings or that are required under any applicable antitrust or competitive Lawsconsumer finance, mortgage banking and (f) such other Filings or Regulatory Approvals the failure of which to be made or obtainedsimilar laws, as applicable, would not have a Material Adverse Effectif any, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by the Company Seller of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Seller of this Agreement.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (aa)(i) compliance with the premerger notification filing requirements under Part IX of the Competition Act (Canada) and the expiration of the applicable waiting period in relation thereto or (ii) receipt of an advance ruling certificate (an "ARC") pursuant to section 102 of the Competition Act (Canada), (b) the filing of applications with the appropriate financial regulatory authorities in the provinces, states and countries in which Newcourt or any Newcourt Subsidiary conducts business, (c) receipt of exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the Exchangeable Shares, (d) the filing with the Court, the SEC, the OSC and other Canadian securities regulatory authorities of a joint proxy statement and proxy circular in definitive form relating to the meetings of Newcourt's shareholders and CIT's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Circular") and the mailing to Newcourt's shareholders of the Proxy Circular and, if required, the filing by CIT and declaration of the effectiveness of the Registration Statement in respect of the shares of CIT Common Stock issuable pursuant to the Arrangement or upon the exchange of the Exchangeable Shares, (e) the approval of the Plan of Arrangement by the requisite vote of the shareholders of Newcourt, (f) filings with the Director appointed pursuant to Section 278 of applicationsthe OBCA, notices(g) approval of the TSE regarding the listing of the Exchangeable Shares, petitions(i) the approval of the Court of the Arrangement and the filing of the Articles of Arrangement and any other documents required by the OBCA by way of issuance of the Interim Order and the Final Order, (h) such filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearancesorders and approvals as may be required under the Ontario Securities Act and other relevant Canadian securities statutes, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each any other applicable federal, national, state, provincial or localstate securities laws and the rules of the TSE, whether the ME and the NYSE and (j) such filings, authorizations or approvals as may be set forth in Section 4.4 of the Newcourt Disclosure Schedule, no consents, orders or approvals of or filings or registrations with any foreign or domestic or foreigncourt, government or any court of competent jurisdictionregulatory body, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement governmental authority or instrumentality, whether domestic, foreign or supranational instrumentality (each, each a "Governmental Entity") set forth in the Disclosure Letter, (b) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together or with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (f) such other Filings or Regulatory Approvals the failure of which to be made or obtained, as applicable, would not have a Material Adverse Effect, no Filings with, or Regulatory Approvals from, any Governmental Entity third party are necessary in connection with (1) the execution and delivery by Newcourt of this Agreement and the Plan of Arrangement and (2) the consummation by the Company Newcourt of the Merger Arrangement and the other transactions contemplated by this Agreementhereby.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, with the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure LetterNasdaq, (b) the filing of any required applications, filings, waiver requests and notices, as applicable, with the Securities Federal Reserve Board under the BHC Act and Exchange Commission (the "SEC") approval or waiver of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretosuch applications, the "Proxy Statement") filings, waiver requests and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Knotices, (c) the filing of any required applications, filings and notices, as applicable, with the Certificate OCC under the Bank Merger Act of 1960, and approval or waiver of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with any state bank regulatory authority with respect to South State Bank’s establishment and operation of Atlantic Capital Bank’s branches and other offices following the Bank Merger Effective Time, and the approvals or waivers of such applications, filings and notices, (e) the filing of any required applications, filings and notices, as applicable, with each Applicable Agency and the receipt of any required consents or approvals from each Applicable Agency, (f) those additional applications, filings and notices, if any, listed on Section 3.4 of the Atlantic Capital Disclosure Schedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices, (g) the filing with the SEC of the Proxy Statement, and the S-4, and the declaration by the SEC of the effectiveness of the S-4, (h) the filing of the Certificates of Merger with the Georgia Secretary of State of the State of Delaware pursuant to the DGCLGBCC and the South Carolina Secretary pursuant to the SCBCA, (d) any Filings or Regulatory Approvals in connection with compliance the filing of the Bank Merger Certificates with the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive LawsGovernmental Entities as required by applicable law, and (fi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such South State Common Stock on the Nasdaq, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by South State of this Agreement or (ii) the consummation by the Company South State of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, South State has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this AgreementSouth State to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (ai) filings the approval of applicationsthe listing on the NYSE, noticessubject to official notice of issuance, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, of the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court shares of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth Acquiror Common Stock to be issued in the Disclosure LetterMerger and to be reserved for issuance upon exercise or settlement of Acquiror Options and Converted Awards issued in substitution for Company Options and Company Stock-Based Awards in accordance with Sections 2.4(a) and 2.4(b), (bii) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement proxy statement in definitive form relating to the Stockholders' Meeting meeting of the stockholders of the Company to be held to vote on the adoption of this Agreement (together with any supplements or amendments thereto, the "“Proxy Statement"/Prospectus”) and other filings required under, the filing and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings registration statement on Form 8-KS-4 (the “Form S-4”) in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws with respect to the issuance of Acquiror Common Stock in connection with the Merger, (ciii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, (iv) the adoption of this Agreement by the Required Company Vote, (v) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration or termination of any applicable waiting periods thereunder, (vi) the filings, approvals and consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as set forth in Section 4.4(vi) of the Company Disclosure Letter, (vii) the consents, authorizations, approvals, filings or exemptions pursuant to the DGCLapplicable provisions of federal, state or foreign securities Laws, commodities futures Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, commodities futures merchants, investment companies and investment advisors and set forth in Section 4.4(vii) of the Company Disclosure Letter, (dviii) any Filings or Regulatory Approvals the consents and approvals set forth in connection with compliance with the rules Section 4.4(viii) of the NYSE, (e) any Filings under any applicable antitrust or competitive LawsCompany Disclosure Letter, and (fix) such other Filings or Regulatory Approvals the consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to be made obtain or obtained, as applicable, make would not have be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company or Acquiror, no Filings consents or approvals of, or filings or registrations with, any court, administrative agency or Regulatory Approvals fromcommission or other governmental or regulatory authority or instrumentality or self-regulatory organization (each, a “Governmental Entity”) or of or with any Governmental Entity other third party by and on behalf of the Company or any of its Subsidiaries (or by or on behalf of any acquiror of the Company) are necessary in connection with (A) the execution and delivery by the Company of this Agreement and the Voting Agreement and (B) the consummation by the Company of the Merger and the other transactions contemplated by this Agreement and the Voting Agreement.

Consents and Approvals. Assuming that Except for (a) the Filings filing of any required applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, with the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure LetterNASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking or insurance authorities listed on Section 3.4 of the Umpqua Disclosure Schedule or Section 4.4 of the Columbia Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meetings of Umpqua’s and Columbia’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (together with including any amendments or supplements or amendments thereto, the "“Joint Proxy Statement"”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Columbia in connection with the transactions contemplated by this Agreement (the “S-4”) and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Kdeclaration of effectiveness of the S-4, (cf) the filing of the Certificate Columbia Articles Amendment with the Washington Secretary, the Articles of Merger with the Delaware Secretary of State of pursuant to DGCL and the State of Delaware Oregon Secretary pursuant to the DGCLOBCA, (d) any Filings or Regulatory Approvals in connection with compliance and the Oregon Articles of Merger with the rules Oregon Secretary pursuant to the OBCA, the filing of the NYSE, (e) any Filings under any applicable antitrust or competitive LawsWashington Articles of Merger with the Washington Secretary pursuant to the WBCA, and the filing of the Bank Merger Certificates and (fg) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Columbia Common Stock pursuant to this Agreement and the approval of the listing of such Columbia Common Stock on the NASDAQ, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by Umpqua of this Agreement or (ii) the consummation by the Company Umpqua of the Merger Mergers and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Umpqua has no knowledge of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers and Bank Merger on a timely basis.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (ai) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") applications or notices with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, approvals or waivers or orders (collectivelyby, the "Regulatory Approvals") fromOffice of Thrift Supervision (the “OTS”), each federal, national, state, provincial or local, whether domestic or foreign, government or any court the Office of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure LetterMassachusetts Commissioner of Banks and the Board of Bank Incorporation of the Commonwealth of Massachusetts relating to the Merger and the Bank Merger, (bii) the obtaining by Acquiror of a letter from the MHPF to the Massachusetts Commissioner of Banks stating that Acquiror has made “satisfactory arrangements” with the MHPF, (iii) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") /Prospectus and other filings required under, the filing and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings registration statement on Form 8-KS-4 in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws, (civ) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDelaware, (dv) any Filings the adoption of this Agreement by the Required Company Vote, (vi) the consents and approvals set forth in Section 5.4 of the Acquiror Disclosure Letter, (vii) the consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal or state securities Laws or the rules or regulations of the NYSE, (e) any Filings under any applicable antitrust or competitive Lawsself-regulatory organization, in any such case relating to the regulation of broker-dealers, investment companies and investment advisors and (fviii) such other Filings or Regulatory Approvals the consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to be made obtain or obtained, as applicable, make would not have be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Acquiror, no Filings withconsents or approvals of, or Regulatory Approvals fromfilings or registrations with, any Governmental Entity or of or with any other third party by and on behalf of Acquiror are necessary in connection with (A) the execution and delivery by Acquiror of this Agreement and (B) the consummation by the Company Acquiror of the Merger, the Bank Merger and the other transactions contemplated by this Agreementhereby.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for approval of such applications, filings and notices, (aii) filings the filing of applications, filings and notices, petitionsas applicable, filingswith the FDIC, registrationsthe North Carolina Commissioner of Banks and the Pennsylvania Department of Banking in connection with the Bank Merger, declarations, submissions and other documentation ("Filings") withincluding under the Bank Merger Act, and permitsapproval of such applications, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterfilings and notices, (biii) the filing of any required applications, filings or notices, as applicable, with FINRA and the approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Susquehanna Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Proxy Statement relating to and the Stockholders' Meeting (together with any supplements or amendments thereto, S-4 in which the "Proxy Statement") and other filings required underStatement will be included as a prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cvi) the filing of the Certificate Certificates of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCLNCBCA and the Pennsylvania Department pursuant to the PBCL, and the filing of the Bank Merger Certificates, (dvi) the filing of any Filings notices or Regulatory Approvals in connection with compliance with other filings under the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, HSR Act and (fviii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and the approval of the listing of such Parent Common Stock on the NYSE, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent of this Agreement or (B) the consummation by the Company Parent of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Parent is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the OTS and except for (a) filings approval of applications, or non-objection to such applications and notices, petitions(ii) the filing of any required applications, filings, registrationswaivers or notices with any foreign, declarationsfederal or state banking, submissions insurance or other regulatory authorities and other documentation ("Filings") withapproval of or non-objection to such applications, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjectionsfilings, waivers or orders and notices, including in respect of the Bank Mergers (collectively, the "“Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter“), (biii) the filing with the Securities and Exchange Commission (the "“SEC"“) of a Proxy Statement in definitive form relating to the Stockholders' Meeting meeting of the Company’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (together with any supplements or amendments thereto, the "“Proxy Statement"“) and other filings required underof a registration statement on Form S-4 (the “Form S-4“) in which the Proxy Statement will be included as a prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (civ) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the filing of the Articles of Merger with the Secretary of State of the State of Vermont pursuant to the VBCA and any similar state filings for the Bank Mergers, (dv) any Filings notices to or Regulatory Approvals filings with the Small Business Administration (the “SBA“), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO“) or the rules of the New York Stock Exchange (“NYSE“), or that are required under consumer finance, mortgage banking and other similar laws, (evii) any Filings notices or filings under any applicable antitrust or competitive Lawsthe Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act“), and (fviii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and approval of listing of such Parent Common Stock on the NASDAQ, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality (each a “Governmental Entity Entity“) are necessary in connection with the consummation by the Company of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in order for the Company to execute and deliver this Agreement.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the OTS and except for (a) filings approval of applications, or non-objection to such applications and notices, petitions(ii) the filing of any required applications, filings, registrationswaivers or notices with any foreign, declarationsfederal or state banking, submissions insurance or other regulatory authorities and other documentation ("Filings") withapproval of or non-objection to such applications, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjectionsfilings, waivers or orders and notices, including in respect of the Bank Mergers (collectively, the "“Other Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter”), (biii) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement in definitive form relating to the Stockholders' Meeting meeting of the Company’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (together with any supplements or amendments thereto, the "“Proxy Statement"”) and other filings required underof a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (civ) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the filing of the Articles of Merger with the Secretary of State of the State of Vermont pursuant to the VBCA and any similar state filings for the Bank Mergers, (dv) any Filings notices to or Regulatory Approvals filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”) or the rules of the New York Stock Exchange (“NYSE”), or that are required under consumer finance, mortgage banking and other similar laws, (evii) any Filings notices or filings under any applicable antitrust or competitive Lawsthe Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (fviii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and approval of listing of such Parent Common Stock on the NASDAQ, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) are necessary in connection with the consummation by the Company of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in order for the Company to execute and deliver this Agreement.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterwith NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Securities Federal Reserve Board under the BHC Act and Exchange Commission (the "SEC") approval of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretosuch applications, the "Proxy Statement") filings and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Knotices, (c) the filing of applications, filings and notices, as applicable, with the Certificate OCC, and the approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with the FDIC and any other banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Purchaser Disclosure Schedule and the approval of such applications, filings and notices, (e) the filing with the SEC of the Proxy Statement and the S-4, and declaration of effectiveness of the S-4, (f) the filing of the applicable Certificates of Merger with the New York Secretary of State of pursuant to the State of NYBCL and the Delaware Secretary pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with and the rules filing of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, Bank Merger Certificates and (fg) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Purchaser Common Stock pursuant to this Agreement and the approval of the listing of such Purchaser Common Stock on NASDAQ, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Purchaser of this Agreement or (ii) the consummation by the Company Purchaser of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Purchaser is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Assuming that (a) Except for (i) the Filings required approval and Regulatory Approvals referred adoption of this Agreement by the shareholders of HNC, (ii) the required approval and adoption of this Agreement by the shareholders of WFB, (iii) the filing of a notice by HNC of the issuance of shares of HNC Common Stock pursuant to in Section 4.5 are duly made this Agreement with Nasdaq, (iv) the filing of applications and obtainednotices, as applicable, with the FRB under the BHC Act and except for the OCC under the National Bank Act and the Federal Deposit Insurance Act and approval of such applications and notices; (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (bv) the filing with the Securities SEC in definitive form of the Prospectus/Proxy Statement, and Exchange Commission (the "SEC") filing with, and declaration of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretoeffectiveness by, the "Proxy SEC of the Registration Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (cvi) the filing of the Certificate Articles of Merger with the Secretary of State of PDS in accordance with the State of Delaware pursuant to the DGCLBCL, (dvii) any Filings notices or Regulatory Approvals filings under the HSR Act, (viii) any application, notice or filing with the Pennsylvania Department of Banking, (ix) any application, notice or filings with the OTS, (x) any application, notice, or filing and if required, an effective registration under the various securities or blue sky laws of those jurisdictions as may be necessary, (xi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder, (xii) filings, if any, required as a result of the NYSE, (e) any Filings under any applicable antitrust or competitive Lawsparticular status of HNC, and (fxiii) such other Filings or Regulatory Approvals a post-Bank Merger notice to the failure of which FDIC to be made or obtained, as applicable, would not have a Material Adverse Effectfiled by HNC Bank, no Filings consents or approvals of, or filings or registrations with, any Regulatory Authority or Regulatory Approvals from, with any Governmental Entity other third party are necessary in connection with (A) the execution, delivery and performance by WFB of this Agreement and (B) the consummation by the Company WFB of the Merger and WFB Bank of the other transactions contemplated by this AgreementBank Merger.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings, certificates and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the NASDAQ and except for (a) filings the approval of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court listing on the NASDAQ of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Lettershares of Parent Common Stock to be issued pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Securities Federal Reserve Board under the BHC Act and Exchange Commission (the "SEC") approval or waiver of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments theretosuch applications, the "Proxy Statement") filings and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-Knotices, (c) the filing of applications, filings, certificates and notices, as applicable, with the OCC in connection with the Bank Merger, including filing of the Notice of Consummation with the OCC pursuant to the National Bank Act, and approval of such applications, filings and notices, (d) the filing of applications, filings and notices, as applicable, with the NYSDFS under the Xxxxxx-Xxxx Interstate Banking and Branching Efficiency Act and such other banking laws as may be required in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing with the SEC of (i) any filings that are necessary under applicable requirements of the Exchange Act and (ii) the S-4 and declaration of effectiveness of the S-4, and (f) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware NYDS pursuant to the DGCLNYBCL, (dg) any Filings or Regulatory Approvals in connection with compliance the filing of the Second-Step Merger Certificates with the rules Delaware Secretary and the NYDS in accordance with the DGCL and the NYBCL, respectively, (h) the filing of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, Bank Merger Certificate and (fi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Parent Common Stock pursuant to this Agreement, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity or any other third party are necessary in connection with (A) the execution and delivery by Parent or Merger Sub of this Agreement, (B) the consummation by the Company Parent or Merger Sub of the Merger Integrated Mergers and the other transactions contemplated hereby, (C) the execution and delivery by this AgreementParent Bank of the Bank Merger Agreement or (D) the consummation by Parent Bank of the Bank Merger.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred No consents or approvals of, waivers by, notices to, or filings or registrations with any Governmental Entity or other Person are required to in Section 4.5 are duly made and be obtained, as applicablegiven, or made by CFI or Bank, or any of their Subsidiaries, in connection with the execution and delivery of this Agreement by the Community First Parties or the consummation by the Community First Parties of the Merger, the Second Step Merger, the Bank Merger, or the other transactions contemplated hereby (including without limitation under any Community First Material Contract), except for (ai) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, waiver requests required to be filed with or given or made to and permits, consents, approvals, authorizationsand waivers required from, clearancesand the expiration of related waiting periods imposed by, exemptionsthe Federal Reserve, nonobjectionsthe TDFI, waivers or orders and the United States Department of Justice (collectively, the "“Regulatory Approvals"”); (ii) fromthe filing of any required applications, each filings or notices with any other federal, nationalstate or foreign agencies or regulatory authorities and approval or grant of such applications, state, provincial or local, whether domestic or foreign, government or any court filings and notices (the “Other Regulatory Approvals”); (iii) the filing of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational the Articles of Merger and Second Step Articles of Merger with the Tennessee Secretary of State and the filing of the Bank Merger Certificates; (each, a "Governmental Entity") set forth in the Disclosure Letter, (biv) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Joint Proxy Statement") /Prospectus in definitive form, and such other filings and reports as are required under, and compliance with other applicable requirements of, under the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, ; (cv) the filing approval of this Agreement by the shareholders of CFI and the approval of the Certificate Bank Merger Agreement by CFI as the sole shareholder of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, Bank; (dvi) any Filings notice or Regulatory Approvals filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and the rules of the NYSENasdaq, (e) any Filings or which are required under any applicable antitrust or competitive Lawsconsumer finance, insurance, mortgage banking and other similar laws; and (fviii) such other Filings or Regulatory Approvals as set forth on Schedule 4.2(f) of the failure Community First Disclosure Memorandum. As of which to be made or obtainedthe date of this Agreement, as applicable, would the Community First Parties do not have a Material Adverse EffectKnowledge of any reason why any of the consents, no Filings withapprovals, or Regulatory Approvals from, waivers referred to in this Section 4.2(f) will not be obtained or received without the imposition of any Governmental Entity are necessary Burdensome Condition (as defined in connection with the consummation by the Company of the Merger and the other transactions contemplated by this AgreementSection 8.1(b)).

Consents and Approvals. Assuming that (a) Except for (i) the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainedfiling of applications, notices or waiver requests, as applicable, as to the Merger and except for the Bank Merger with the Board of Governors of the Federal Reserve System (a"FRB") filings under the BHCA, the OTS under HOLA and the OTS regulations, the FDIC under the Bank Merger Act, and the New York State Banking Department ("NYSBD"), as well as any other applications and notices to state officials related to the Merger or the Bank Merger (the "State Banking Approvals"), and approval of applications, the foregoing applications and notices, petitions, filings, registrations, declarations, submissions (ii) the filing of any required applications or notices with the NYSBD and other documentation ("Filings") with, the FDIC as to the subsidiaries of Catskill Bank which become subsidiaries of Xxxx Bank and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court approval of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Lettersuch applications and notices, (biii) the filing with the Securities SEC of proxy materials to be used in soliciting the approval of Catskill's shareholders at a special meeting to be held in connection with this Agreement and Exchange Commission the transactions contemplated hereby (the "SECProxy Materials") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K), (civ) the approval of this Agreement by the requisite vote of the shareholders of Catskill, (v) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (dvi) the filings required by the Bank Merger Agreement, (vii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any Filings foreign country, (viii) the filing of applications or Regulatory Approvals in connection with compliance notices with the rules New York Insurance Department with respect to the acquisition of CFSI and approval of such applications or notices and (ix) such filings, authorizations or approvals as may be set forth in Section 3.4 of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, and (f) such other Filings or Regulatory Approvals the failure of which to be made or obtained, as applicable, would not have a Material Adverse EffectCatskill Disclosure Schedule, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or Regulatory Approvals from, with any Governmental Entity third party are necessary in connection with (1) the execution and delivery by Catskill of this Agreement and the Option Agreement, (2) the consummation by the Company Catskill of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by this Catskill Bank of the Bank Merger Agreement, (4) the consummation by Catskill of the Option Agreement, and (5) the consummation by Catskill Bank of the Bank Merger and the transactions contemplated thereby, except in each case, for such consents, approvals or filings, the failure of which to obtain will not have a Material Adverse Effect on the ability of Xxxx to consummate the transactions contemplated hereby.

Consents and Approvals. Assuming that Except for (i) the Filings filing of any required applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectivelywith the Federal Reserve Board under the BHC Act, the "Regulatory Approvals"Board of Financial Institutions of the State of South Carolina, the Superintendent of Financial Institutions (Canada) fromunder the Bank Act (Canada) and with any other state banking, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission insurance or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") authorities set forth in Section 5.4 of the Parent Disclosure LetterSchedule and the approval or notice of non-objection of such applications and notices, (bii) approval of (A) the listing on the New York Stock Exchange and the Toronto Stock Exchange of the Parent Common Shares to be issued in the Merger and to be reserved for issuance upon exercise of the Parent Options issued in substitution for Company Options pursuant to Section 2.4, (iii) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") /Prospectus and other filings required under, the filing and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings registration statement on Form 8-KF-4 in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities Laws, (civ) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware South Carolina pursuant to the DGCLSCBCA or other applicable Law and such other Governmental Entities as required by the SCBCA or other applicable Law, (dv) any Filings the approval of this Agreement by the shareholders of the Company, (vi) the consents and approvals set forth in Section 5.4 of the Parent Disclosure Schedule, (vii) the consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance the applicable provisions of federal, state or provincial securities Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, investment companies and investment advisors, (viii) the consents, authorizations, approvals, filings or exemptions in connection with the rules applicable provisions of the NYSEconsumer finance, (e) any Filings under any applicable antitrust or competitive Lawsmortgage banking, insurance and other similar Laws and (fix) such other Filings or Regulatory Approvals the consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to be made obtain or obtained, as applicable, make would not have be reasonably expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Parent, no Filings withconsents or approvals of, or Regulatory Approvals fromfilings or registrations with, any Governmental Entity or of or with any other third party by and on behalf of Parent or Merger Sub are necessary in connection with (A) the execution and delivery by Parent and Merger Sub of this Agreement and (B) the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreementhereby. As of the date hereof, Parent is not aware of any reason why the necessary regulatory approvals and consents will not be received on a timely basis and without the imposition of a condition or restriction of the type referred to in Section 8.2(c) in order to permit consummation of the Merger.

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and except for (a) filings the Federal Reserve Act, as amended, and approval of applications, such applications and notices, petitions, filings, registrations, declarations, submissions (ii) the filing of any required applications or notices with any state or foreign agencies and other documentation approval of such applications and notices ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory State Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter), (biii) the filing with the Securities and Exchange Commission (the "SEC") of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meetings of CCB's and NCBC's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (together with any supplements or amendments thereto, the "Joint Proxy Statement") and other filings required under), and compliance with other applicable requirements of, of the Exchange Act, including a Schedule 13E-3 and filings registration statement on Form 8-KS-4 (the "S-4") in which the Joint Proxy Statement will be included as a prospectus, (civ) the filing of the Certificate Articles of Merger with the North Carolina Secretary of State of and the State of Delaware Tennessee Secretary pursuant to the DGCLNCBCA and TBCA, respectively, (dv) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization ("SRO"), and the rules of the The New York Stock Exchange, Inc. ("NYSE"), or which are required under consumer finance, mortgage banking and other similar laws, (e) any Filings under any applicable antitrust or competitive Laws, and (fvi) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of NCBC Capital Stock pursuant to this Agreement and (vii) the approval of this Agreement by the requisite vote of the shareholders of CCB and NCBC (including the approval of the amendment of the NCBC Charter contemplated by Section 1.7), no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") are necessary in connection with (A) the execution and delivery by NCBC of this Agreement and (B) the consummation by the Company NCBC of the Merger and the other transactions contemplated by this Agreementhereby.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act, the HOLA and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") withthe Bank Merger Act, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court approval of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Lettersuch applications and notices, (b) the State Banking Approval, (c) the filing with the Securities and Exchange Commission (SEC of the "SEC") of a Proxy Statement relating to and the Stockholders' Meeting (together with any supplements or amendments thereto, filing and declaration of effectiveness of the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cd) the approval of this Agreement by the requisite vote of the stockholders of Parent, (e) the filing of the Certificate of Merger with the Delaware Secretary and the Articles of State of the State of Delaware pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance Merger with the rules of the NYSEFlorida Secretary, (e) any Filings under any applicable antitrust or competitive Laws, and (f) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtainedobtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement, (g) approval for quotation of the Parent Common Stock to be issued in the Merger on the NASDAQ/NMS, and (h) such filings, authorizations or approvals as applicable, would not have a Material Adverse Effectmay be set forth in Section 5.4 of the Parent Disclosure Schedule, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with (1) the execution and delivery by Parent of this Agreement and (2) the consummation by the Company Parent of the Merger and the other transactions contemplated hereby. 5.5 Reports. Parent and each of its Subsidiaries have timely filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 1995 with any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for normal examinations conducted by this Agreement.a Regulatory Agency in the regular course of the business of Parent and its Subsidiaries, and except as set forth in Section 5.5 of Parent Disclosure Schedule, no Regulatory Agency has initiated any proceeding or, to the knowledge of Parent, investigation into the business or operations of Parent or any of its Subsidiaries since December 31, 1995. There is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of Parent or any of its Subsidiaries. 5.6

Consents and Approvals. Assuming that Except for (i) the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainedregulatory approvals required for the completion of the Conversion, as applicable, and except for (a) filings of applications, notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth described in the Disclosure LetterPlan of Conversion, (bii) the filing by Newco with the Securities SEC of the Merger Registration Statement and Exchange Commission the declaration of effectiveness of the Merger Registration Statement by the SEC; (the "SEC") of a Proxy Statement relating to the Stockholders' Meeting (together with any supplements or amendments thereto, the "Proxy Statement") and other filings required under, and compliance with other applicable requirements of, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K, (ciii) the filing of the Certificate Articles of Merger with the Secretary of State SDAT and such filings with Governmental Entities to satisfy the applicable requirements of the State laws of Delaware pursuant states in which Patapsco and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (iv) the DGCL, (d) any Filings or Regulatory Approvals approval of the FRB under the BHC Act in connection with compliance the merger of Patapsco and Newco, or the waiver thereof; (v) the approval or non-objection of the OTS under the HOLA in connection with the rules merger of Patapsco and Newco and the approval of the NYSE, (e) any Filings OTS under any applicable antitrust or competitive Laws, the BMA in connection with the merger of Bradford Bank and The Patapsco Bank; and (fvi) such other Filings or Regulatory Approvals the failure approval of which to be made or obtained, the Maryland Superintendent of Financial Regulation in connection with the acquisition of the voting stock of The Patapsco Bank as applicable, would not have a Material Adverse Effectresult of the merger of Patapsco and Newco, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by MHC, Bxxxxxxx, Xxxxxxxx Bank and Newco of this Agreement and (B) the consummation by the Company Newco of the Merger and the other transactions contemplated by this Agreement. As of the date hereof, neither MHC, Bxxxxxxx, Xxxxxxxx Bank nor Newco knows of no reason pertaining to MHC, Bxxxxxxx, Xxxxxxxx Bank and Newco why any of the approvals referred to in this Section 3.3(f) should not be obtained without the imposition of any material condition or restriction described in Section 6.1(b).

Consents and Approvals. Assuming that Except for (i) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, and except for with the NYSE, (aii) filings the filing of applications, filings and notices, petitionsas applicable, filingswith the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, registrationsfilings and notices (including all applications for Provident to become a BHC and to be treated as a financial holding company under the BHC Act), declarations(iii) the filing of applications, submissions filings and other documentation notices, as applicable, with the Office of the Comptroller of the Currency ("Filings"the “OCC”) within connection with the Conversion and the Bank Merger, including under the Bank Merger Act, and permitsapproval of such applications, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letterfilings and notices, (biv) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Sterling Disclosure Schedule or Section 4.4 of the Provident Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the Securities and Exchange Commission (the "“SEC"”) of a Proxy Statement joint proxy statement in definitive form relating to the Stockholders' Meeting meetings of Sterling’s and Provident’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (together with including any amendments or supplements or amendments thereto, the "“Joint Proxy Statement"”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Provident in connection with the transactions contemplated by this Agreement (the “S-4”) and other filings required under, and compliance with other applicable requirements of, declaration of effectiveness of the Exchange Act, including a Schedule 13E-3 and filings on Form 8-KS-4, (cvi) the filing of the Certificate Certificates of Merger with the Secretary of New York State of the State of Delaware Department pursuant to the DGCL, (d) any Filings or Regulatory Approvals in connection with compliance with NYBCL and the rules Delaware Secretary pursuant to the DGCL and the filing of the NYSE, (e) any Filings under any applicable antitrust or competitive LawsBank Merger Certificates, and (fvii) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Provident Common Stock pursuant to this Agreement and the approval of the listing of such Provident Common Stock on the NYSE, no Filings withconsents or approvals of or filings or registrations with any court, administrative agency or Regulatory Approvals from, any commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Sterling of this Agreement or (B) the consummation by the Company Sterling of the Merger and the other transactions contemplated by this Agreementhereby (including the Conversion and the Bank Merger). As of the date hereof, Sterling is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Assuming that the Filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtained, as applicable, and except Except for (ai) filings compliance with any applicable requirements under the HSR Act, (ii) compliance with any applicable requirements under Council Regulation (EC) No. 139/2004 of applications20 January 2004 on the control of concentrations between undertakings (published in the Official Journal of the European Union on January 29, notices, petitions, filings, registrations, declarations, submissions and other documentation 2004 at L 24/1) ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory ApprovalsEC MERGER REGULATION") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter), (biii) compliance with any applicable requirements under the Canadian Investment Regulations, (iv) compliance with any applicable requirements under any other Regulatory Law, (v) the filing with the Securities and Exchange Commission (the "SEC") SEC of a Proxy Statement proxy statement/prospectus relating to the Stockholders' matters to be submitted to Burlington stockholders at the Burlington Stockholders Meeting (together with such proxy statement/prospectus, and any amendments or supplements or amendments thereto, the "Proxy StatementPROXY STATEMENT/PROSPECTUS") and other filings required undera registration statement on Form S-4 with respect to the issuance of ConocoPhillips Common Stock in the Merger (such Form S-4, and compliance with other applicable requirements ofany amendments or supplements thereto, the Exchange Act, including a Schedule 13E-3 and filings on Form 8-K"FORM S-4"), (cvi) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (dvii) any Filings consents, authorizations, approvals, filings or Regulatory Approvals exemptions in connection with compliance with the rules of the NYSE, (eviii) any Filings such filings and approvals as are required to be made or obtained under any applicable antitrust the securities or competitive Laws"Blue Sky" laws of various states in connection with the issuance of the shares of ConocoPhillips Common Stock pursuant to this Agreement (the consents, approvals, filings and registration required under or in relation to clauses (ii) through (viii) above, "BURLINGTON NECESSARY CONSENTS") and (fix) such other Filings or Regulatory Approvals consents, approvals, filings and registrations the failure of which to obtain or make would not, individually or in the aggregate, reasonably be made or obtained, as applicable, would not expected to have a Material Adverse EffectEffect on Burlington, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Burlington of this Agreement and (B) the consummation by the Company Burlington of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Assuming that Except for (a) the Filings filing of applications, filings and Regulatory Approvals referred to in Section 4.5 are duly made and obtainednotices, as applicable, with the Federal Reserve Board under the BHC Act and except for (a) filings approval of such applications, filings and notices, petitions, filings, registrations, declarations, submissions and other documentation ("Filings") with, and permits, consents, approvals, authorizations, clearances, exemptions, nonobjections, waivers or orders (collectively, the "Regulatory Approvals") from, each federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational (each, a "Governmental Entity") set forth in the Disclosure Letter, (b) the filing of applications, filings and notices, as applicable, with the Securities FDIC and Exchange Commission (the "SEC") North Carolina Commissioner of a Proxy Statement relating to Banks in connection with the Stockholders' Meeting (together with any supplements or amendments theretoBank Merger, including under the "Proxy Statement") and other filings required underBank Merger Act, and compliance with other applicable requirements ofthe approval of such applications, the Exchange Act, including a Schedule 13E-3 filings and filings on Form 8-Knotices, (c) the filing of any required applications, filings or notices, as applicable, with FINRA and the Certificate approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and the approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S‑4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S‑4, (f) the filing of the Certificates of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the North Carolina Secretary pursuant to the NCBCA, and the filing of the Bank Merger Certificates, (dg) the filing of any Filings notices or Regulatory Approvals in connection with compliance with other filings under the rules of the NYSE, (e) any Filings under any applicable antitrust or competitive Laws, HSR Act and (fh) such other Filings or Regulatory Approvals the failure of which filings and approvals as are required to be made or obtained, as applicable, would not have a Material Adverse Effectobtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and the approval of the listing of such Parent Common Stock on Nasdaq, no Filings with, consents or Regulatory Approvals from, approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent of this Agreement or (B) the consummation by the Company Parent of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). As of the date hereof, Parent is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.