Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) 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, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company of this Agreement or (ii) the consummation of the transactions contemplated hereby.

Consents and Approvals. Except for (a) On or as promptly as practicable after the filing date hereof, the Selling Parties shall cause Parent to deliver notice (a copy of any which will be furnished to Buyer) to the Federal Trade Commission, as required applicationsunder that certain order, filings or notices with dated June 17, 1998, to which Parent is subject (the Board of Governors "CONSENT DECREE"). The Selling Parties and Buyer shall each use all commercially reasonable efforts to obtain, and in the case of the Federal Reserve System (the “Federal Reserve”)Selling Parties, the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act cause Parent and the Securities ActPartnership Entities to obtain, includingall necessary consents, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectuswaivers, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) such filings authorizations and approvals as are of all Governmental Authorities and of all other Persons required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance execution, delivery and performance by such party of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices Agreement and will cooperate fully with the Federal Home Loan Bank and (h) other party in promptly seeking to obtain all such other noticesauthorizations, consents, orders, and approvals, non-objectionsgiving such notices, waiversand making such filings. If the parties agree that a filing is required, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries in connection with each party shall (i) file or cause to be filed, as promptly as practicable (and in any event within five (5) business days after the execution and delivery by Company of this Agreement or Agreement), with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX XXX") concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the consummation Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated herebyhereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party agrees to request, and to cooperate with the other party in requesting, early termination of any applicable waiting period under the HSR Act. The costs of any filing fees required in connection with any HSR filing shall be borne equally between Buyer, on the on hand, and the Selling Parties, on the other hand; provided, however, that any and all costs and expenses otherwise incurred by any of the parties in connection with obtaining any necessary consents, waivers, authorizations and approvals hereunder shall be borne solely by the party required to obtain or deliver such consents, waivers, authorizations and approvals; provided, further, any and all costs and expenses incurred by any of the parties in connection with obtaining the waivers, consents and amendments referred to in Section 5.13 hereunder shall be borne by the Selling Parties.

Consents and Approvals. Except for (ai) the filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications, filings applications or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) any state or foreign agencies and approval of or non-objection to such applications, filings applications and noticesnotices (the "Other Approvals"), (biii) compliance the filing with any applicable requirements the SEC of a joint proxy statement/prospectus relating to the Exchange Act matters to be submitted to Valero's stockholders at the Valero Stockholders Meeting and the Securities Act, including, matters to be submitted to UDS's stockholders at the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a UDS Stockholders Meeting (such joint proxy statement/prospectus, and declaration any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and a registration statement on Form S-4 with respect to the issuance of effectiveness of Valero Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"), (civ) the filing of the Articles Certificate of Merger Merger, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the SDAT and the Certificate of Merger with the Secretary of State rules of the State of Texas pursuant to the MGCL and TBOC, respectivelyNYSE, (d) the filing of the Bank Merger Certificates, (evi) 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 Valero Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market Agreement (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objectionsfilings and registration required under or in relation to the foregoing clauses (ii) though (vi) being referred to as "Necessary Consents") and (vii) such other consents, waivers, authorizations, applicationsapprovals, filings or and registrations the failure of which to be obtained obtain or made make would not reasonably be reasonably likely expected to have, individually or in the aggregate, have a Material Adverse Effect on CompanyUDS or the Surviving Corporation, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreignsupranational, federalnational, state state, municipal, local or local foreign government, any instrumentality, subdivision, court, administrative agency, arbitrator agency or commission or other governmentalauthority thereof, prosecutorial, or any quasi-governmental or private body exercising any regulatory, selftaxing, importing or other governmental or quasi-regulatory governmental authority or instrumentality (each, a “"Governmental Entity”") are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution and delivery by Company UDS of this Agreement or and (iiB) the consummation by UDS of the transactions contemplated herebyby this Agreement.

Consents and Approvals. Except for (ai) any notices or filings required by the HSR Act or other Antitrust Law and the termination or expiration of the waiting period under the HSR Act or other Antitrust Law, (ii) the filing of any other required applications, filings applications or notices with the Board any state or foreign agencies of Governors competent jurisdiction and approval of the Federal Reserve System such applications and notices (the “Federal ReserveOther Approvals”), (iii) the FDICfiling with the SEC of (A) a proxy statement/prospectus related to the transactions contemplated by this Agreement and the matters to be submitted to the Unitholders at the Unitholder Meeting (as may be amended or supplemented from time to time, the Texas Department of Banking“Proxy Statement/Prospectus”), the Office of the Comptroller of the Currency and (the “OCC”B) and approval of such other reports or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4transactions contemplated by this Agreement, (civ) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Delaware pursuant to the MGCL DRULPA and TBOC, respectivelythe LLC Act, (dv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the filing rules of the Bank Merger CertificatesNYSE, (evi) such filings and approvals as are may be 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 Shares pursuant to this Agreement, (fvii) approval the filings, clearances, consents, notices and approvals set forth in Section 3.5 of listing of the Company Disclosure Letter and (viii) such Parent Common Stock on the NASDAQ Global Select Market filings, clearances, consents, notices and approvals as would not reasonably be expected to have a Company Material Adverse Effect (the consents referred to in clauses (i) through (viii), the “NASDAQCompany Consents”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company Entity or any of its Subsidiaries Third Party are necessary in connection with (i) the execution and delivery by the Company Entities of this Agreement or (ii) the consummation by the Company Entities of the transactions contemplated herebyby this Agreement.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (ii) the filing of any required requisite applications with the OCC and the approval of such applications, (iii) the filings or notices with respect to the Board State Approvals (including receipt of Governors of the Federal Reserve System (the “Federal Reserve”such State Approvals), (iv) the FDIC, the Texas Department filing of Banking, any requisite applications with the Office of Thrift Supervision and the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices(v) approval of the listing of the Parent Capital Stock to be issued in the Merger on the NYSE, (bvi) compliance the filing with any applicable requirements the SEC of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, filing and declaration of effectiveness of the Form S-4, (cvii) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDGCL, (d) the filing of the Bank Merger Certificates, (eviii) 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 Capital Stock pursuant to this Agreement, (fix) the 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 listing the Parent Vote Matters by the requisite votes of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)stockholders of Parent, (gx) the filing of any required applications, filings or notices the appropriate documents necessary to cause the Charter Amendment to become effective with the Federal Home Loan Bank Secretary of State of the State of Delaware, (xi) the consents and approvals set forth in Section 4.4 of the Parent Disclosure Schedule, and (hxii) such other noticesthe consents and approvals of third parties which are not Governmental Entities, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made obtain will not have and would not be reasonably likely expected to have, individually or in the aggregate, have a Material Adverse Effect on CompanyEffect, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with with, any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company Entity or any of its Subsidiaries third party are necessary in connection with (iA) the execution and delivery by Company Parent and Merger Sub of this Agreement or the Parent Documents and (iiB) the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated herebyhereby and thereby.

Consents and Approvals. Except for (a) Subject to the terms and conditions of this Agreement and applicable law, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in this Agreement to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing of any required applications, filings or notices with the Board of Governors Commission of the Federal Reserve System (the “Federal Reserve”)Registration Statement, the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which any necessary amendments or supplements to any of the Joint foregoing; (ii) seeking to have such Proxy Statement will cleared by the Commission and such Registration Statement declared effective by the Commission, in each case as soon as reasonably practicable after filing thereof; (iii) taking such actions as may reasonably be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Sky” blue sky laws of various states in connection with the issuance of transactions contemplated by this Agreement and the shares of Parent Common Stock pursuant other Transaction Documents; (iv) using its best commercially reasonable efforts to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any obtain all required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objectionswaivers, waiverslicenses, permits, authorizations, applicationsregistrations, filings qualifications, or registrations other 57 permissions or actions by, and to give all required notices to and to make all required Filings with and applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the failure of which conditions to each other party's obligation to consummate such transactions to be obtained fully satisfied; (v) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by any Governmental Authority pursuant to the HSR Act and cooperating with each other party in complying with the requirements of the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of any permanent or made would not be reasonably likely to have, individually preliminary injunction or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission restraining order or other governmental, prosecutorial, regulatory, self-regulatory authority similar order issued or instrumentality entered by any court or other Governmental Authority (each, a “Governmental Entity”an "Injunction") are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company of this Agreement or (ii) preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents; (vii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates, and making all applications and filings, as may be necessary or reasonably requested in connection with any of the foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in the preceding sentence, (A) the parties and their respective Affiliates shall not be required to (i) pay any consideration, except filing fees; (ii) surrender, modify or amend in any respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, in each case to the extent that doing so would be adverse or burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with this Agreement, each party shall provide the other parties with drafts thereof and afford the other parties a reasonable opportunity to comment on such drafts.

Consents and Approvals. Except for (a) Subject to the terms and conditions of this Agreement and applicable law, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in this Agreement to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing of any required applications, filings or notices with the Board of Governors Commission of the Federal Reserve System (the “Federal Reserve”)Registration Statement, the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which any necessary amendments or supplements to any of the Joint foregoing; (ii) seeking to have such Proxy Statement will cleared by the Commission and such Registration Statement declared effective by the Commission, in each case as soon as reasonably practicable after filing thereof; (iii) taking such actions as may reasonably be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Sky” blue sky laws of various states in connection with the issuance of transactions contemplated by this Agreement and the shares of Parent Common Stock pursuant other Transaction Documents; (iv) using its best commercially reasonable efforts to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any obtain all required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objectionswaivers, waiverslicenses, permits, authorizations, applicationsregistrations, filings qualifications, or registrations other permissions or actions by, and to give all required notices to and to make all required Filings with and applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the failure of which conditions to each other party's obligation to consummate such transactions to be obtained fully satisfied; (v) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by any Governmental Authority pursuant to the HSR Act and cooperating with each other party in complying with the requirements of the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of any permanent or made would not be reasonably likely to have, individually preliminary injunction or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission restraining order or other governmental, prosecutorial, regulatory, self-regulatory authority similar order issued or instrumentality entered by any court or other Governmental Authority (each, a “Governmental Entity”an "Injunction") are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company of this Agreement or (ii) preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents; (vii) providing all such information about such 40 party, its Subsidiaries and its officers, directors, partners and Affiliates, and making all applications and filings, as may be necessary or reasonably requested in connection with any of the foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in the preceding sentence, (A) the parties and their respective Affiliates shall not be required to (i) pay any consideration, except filing fees; (ii) surrender, modify or amend in any respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, in each case to the extent that doing so would be adverse or burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with this Agreement, each party shall provide the other parties with drafts thereof and afford the other parties a reasonable opportunity to comment on such drafts.

Consents and Approvals. Except for (a) the filing of any required applicationsapplications or notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve”)Reserve Board") under the Bank Holding Company Act of 1956, the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency as amended (the “OCC”"BHC Act") and approval of such applications or non-objection to such applications, filings and notices, (b) compliance the filing of an application with any applicable requirements of the Exchange FDIC under the Bank Merger Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration approval of effectiveness of the Form S-4such application, (c) the filing of applications or notices, as applicable, with the Office of Thrift Supervision (the "OTS") and the approval of such applications or notices, (d) the filing of applications or notices, as applicable, with the Commissioner of Financial Regulation of the State of Maryland (the "Commissioner") and approval of such applications or notices, (e) the filing with the SEC of a joint proxy statement in definitive form relating to the meetings of the Company's stockholders and Buyer's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement"), (f) the approval of this Agreement by the requisite vote of the stockholders of the Company, (g) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Department pursuant to the MGCL and TBOC, respectivelyMGCL, (dh) the filing filings required by the Bank Merger Agreement, (i) the approval of the Bank Merger CertificatesAgreement by the Company as the sole stockholder of the Bank, and (ej) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyCompany Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, governmental authority or instrumentality or self-regulatory authority or instrumentality organization, as defined in Section 3(a)(26) of the Exchange Act (each, each a “"Governmental Entity”) "), or with any third party are required to be made or obtained by necessary on behalf of the Company or any of its Subsidiaries in connection with (i1) the execution and delivery by the Company of this Agreement or Agreement, (ii2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Bank of the Bank Merger Agreement, and (4) the consummation by the Bank of the Subsidiary Merger.

Consents and Approvals. Except for (a) the filing filings of any required applicationsapplications and notices with, filings and receipt of consents, authorizations, approvals, exemptions or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”)nonobjections from, the FDICSEC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applicationsU.S. and state securities authorities, filings FINRA and noticesother SROs, (b) compliance with any applicable requirements the filing of a notification and report form under the Exchange HSR Act and the Securities termination or expiration of applicable waiting periods under the HSR Act, including, (c) the filing with the SEC of the proxy statement in a definitive form relating to each of the Company Stockholders Meeting and the Parent Stockholders Meeting (the “Joint Proxy Statement Statement”) and of a registration statement on Form S-4 pursuant to which the shares of Parent Common Stock issuable in the Merger will be registered with the SEC (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Certificate of Merger Certificatespursuant to the DGCL, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the listing rules of the NYSE or Nasdaq, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states Securities Laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), Agreement (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or and registrations the failure of which to be obtained obtain or made make would not be reasonably likely to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Companythe Company and (h) the matters set forth on Section 3.3 of the Company Disclosure Schedule, no notices to, consents or approvals approval of or non-objections of, waivers or authorizations by, or applications, filings or registrations with or notice to any foreign, federal, state Regulatory Agency or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company Entity or any of its Subsidiaries other Person are necessary in connection with (i) the execution and delivery by the Company of this Agreement or and (ii) the consummation by the Company of the transactions contemplated herebyby this Agreement.

Consents and Approvals. Except for (ai) the filing of any required applications, filings applications or notices with the Board of Governors governmental agencies or authorities as set forth in Schedule 3.4 of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) Company Disclosure Schedule and approval of or non-objection to such applications, filings applications and noticesnotices (the "REGULATORY APPROVALS"), (bii) compliance the filing with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness SEC of the Form S-4S-4 (as defined in Section 6.1(a)) containing the Proxy Statement/Prospectus (as defined in Section 6.1(a)), (ciii) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Minnesota pursuant to the MGCL and TBOC, respectivelyMBCA, (div) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (v) the Company Shareholder Approval, (vi) the filing with the SEC of the Bank Merger Certificates, (e) such filings and approvals as are required to be made or obtained reports under the securities or “Blue Sky” laws Securities Exchange Act of various states 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with the issuance execution and delivery of this Agreement and the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank transactions contemplated hereby and (hvii) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or and registrations the failure of to obtain which to be obtained or made would not be reasonably likely to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-governmental or regulatory authority or instrumentality (eacheach a "GOVERNMENTAL ENTITY"), a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company of this Agreement or (ii) the Receivables Agreements or the consummation by Company of the transactions contemplated herebyhereby or thereby. Company has no reason to believe that any regulatory approvals or consents required to consummate the transactions contemplated by this Agreement (the "REQUISITE REGULATORY APPROVALS") will not be obtained on a timely basis.

Consents and Approvals. Except for (ai) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (Board under the “BHC Act and the Federal Reserve”)Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the Texas Department of BankingOCC and any state regulatory authority, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings applications and notices, (bii) compliance the filing with any applicable requirements the SEC of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, filing and declaration of effectiveness of the Form S-4Registration Statement, (ciii) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with acceptance for record by the Secretary of State of the State of Texas Ohio pursuant to the MGCL OGCL and TBOC, respectively, (d) the filing of Articles of Merger with and the Bank Merger Certificatesacceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (eiv) 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, or that are required under consumer finance, mortgage banking and other similar laws, (v) 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 FNB Common Stock pursuant to this Agreement, (f) Agreement and approval of listing of such Parent FNB Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyNYSE, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreignGovernmental Entity, federal, state or local court, administrative agency, arbitrator or commission SRO or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Person are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution and delivery by Company FNB of this Agreement or and (iiB) the consummation by FNB of the Merger and the other transactions contemplated herebythis 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. Except for (a) the filing of any required applications, filings or filings, notices and requests for waiver, as applicable, with the Board of Governors of the Federal Reserve System Board under the BHC Act and approval of such applications, filings and notices or granting of such waivers, as applicable, (b) the “Federal Reserve”)filing of any required applications, filings and notices, as applicable, with the FDIC, FDIC and the Texas Department of BankingBanking in connection with the Bank Merger, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (bc) compliance the filing of an exit notice with 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 applicable requirements federal or state banking authorities listed on Section 3.4 of the Exchange Act CBTX Disclosure Schedule or Section 4.4 of the Allegiance Disclosure Schedule and approval of such applications, filings and notices, (d) the Securities Actfiling of any required applications, includingfilings and notices, as applicable, with the NASDAQ, (e) the filing by CBTX with the SEC of the Joint Proxy Statement and Form the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the Form S-4, (cf) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Texas Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (dg) the filing of the Bank Merger Certificates, Certificates with the applicable Governmental Entities as required by applicable law and (eh) 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 CBTX Common Stock pursuant to this Agreement, (f) Agreement and the approval of the listing of such Parent CBTX Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company Allegiance of this Agreement or (ii) the consummation by Allegiance of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, Allegiance has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by Allegiance to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of any required applications, listing applications, filings and notices, as applicable, with the NYSE American, and (ii) such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of U.S. and non-U.S. jurisdictions (collectively, “Competition Laws”), (iii) the filing of any required applications, filings or notices and notices, as applicable, for foreign investment clearance of any jurisdiction, (iv) the filing by Camber with the Board of Governors of the Federal Reserve System United States Securities and Exchange Commission (the “Federal ReserveSEC”) of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectusprospectus (the “S-4”), and the declaration of effectiveness of the Form S-4, (cv) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Nevada Secretary of State of the State of Texas pursuant to the MGCL NRS and TBOC, respectivelyall other filings required under the NRS or by the Nevada Secretary in connection with the Merger, (d) the filing of the Bank Merger Certificates, (evi) 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 Camber Common Stock and New Camber Preferred pursuant to this Agreement, (f) Agreement and the approval of the listing of such Parent Camber Common Stock on the NASDAQ Global Select Market NYSE American, as applicable; and (the “NASDAQ”), (gv vii) the filing consent of any required applicationsthe holders of Camber’s Series C Preferred Stock and Series G Preferred Stock, filings no material consents or notices with the Federal Home Loan Bank and (h) such other noticesapprovals of, consents, approvals, non-objections, waivers, authorizations, applications, or filings or registrations the failure of which to be obtained or made would not be reasonably likely to havewith, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-governmental or regulatory authority or instrumentality or self-regulatory organization (each, SRO) (each a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution and delivery by Company Camber of this Agreement Agreement, or (iiB) the consummation by Xxxxxx of the transactions contemplated hereby.. As of the date hereof, Xxxxxx is not aware of any reason why the necessary regulatory approvals and consents will not be received by Camber or Merger Sub to permit consummation of the Merger on a timely basis. As of the date hereof, to the knowledge of Camber, there is no fact or circumstance existing that would require or reasonably be expected to require either party to invoke their right to change the structure of effecting the combination of Viking and Camber to a Direct Merger (as defined below) pursuant to Section 6.15 hereof. February 2021 - April 2023 – First Amendment to

Consents and Approvals. Except No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Debtors or any of their Subsidiaries or any of their respective properties (each, an “Applicable Consent”) is required for the execution and/or delivery by the Debtors and, to the extent relevant, their Subsidiaries, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Debtors and, to the extent relevant, their Subsidiaries with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) the filing of any required applications, filings or notices with the Board of Governors entry of the Federal Reserve System (Confirmation Order authorizing the “Federal Reserve”), Company and the FDIC, other Debtors to perform each of their respective obligations under the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and noticesPlan, (b) compliance with any applicable requirements of entry by the Exchange Act and the Securities Act, includingBrazilian Bankruptcy Court, the Joint Proxy Statement and Form S-4 court in which the Joint Proxy Statement will any Ancillary Proceeding or any other court of competent jurisdiction, of orders as may be included as a prospectus, and declaration of effectiveness of the Form S-4necessary from time to time, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOCsuch consents, respectivelyapprovals, (d) the filing of the Bank Merger Certificatesauthorizations, (e) such filings and approvals registrations or qualifications as are may be required to be made under U.S. federal or obtained under the state securities or “Blue Sky” laws of various states Laws in connection with the purchase of the Unsubscribed Securities by the Commitment Parties, the issuance of the shares Purchase Rights and the issuance of Parent Common Stock the New Money Securities pursuant to this Agreementthe exercise of the Purchase Rights, (fd) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market any Applicable Consents that, if not made or obtained, would not reasonably be expected to have a material adverse effect and (the “NASDAQ”), (ge) the filing of any required applicationsnotices, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, nonconsents customarily obtained post-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company of this Agreement or (ii) the consummation of the transactions contemplated herebyClosing.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, as applicable, with the NYSE, (b) compliance the filing with any applicable requirements the SEC of the Exchange Act Joint Statement and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDGCL, (d) the filing of any notices or other filings under the Bank Merger CertificatesHSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws Laws of various states in connection with the issuance Parent Share Issuance and the approval of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)NYSE, (g) the filing filings required in accordance with Part 12 of any required applications, filings or notices with the Federal Home Loan Bank FSMA to obtain the FCA Approval and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which subject to be obtained or made would not be reasonably likely to have, individually or in the aggregateSection 6.1(j), a Material Adverse Effect on CompanyProspectus, if required, being approved by the FCA, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (ai) any approvals or filings required by the HSR Act and any applicable foreign antitrust laws, (ii) the Parent Stockholder Approval, (iii) the filing with the SEC of (A) a Registration Statement on Form S-4 (the “Registration Statement”) in accordance with the Securities Act and the filing of the Joint Proxy Statement/Prospectus with the SEC pursuant to the Exchange Act, and (B) such other reports or filings under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Delaware pursuant to the MGCL DLLCA and TBOC, respectivelythe DGCL, (dv) such filings as may be required under the rules and regulations of NASDAQ, (vi) the filing consents, notices and approvals set forth in Section 4.5 of the Bank Merger CertificatesParent Disclosure Letter (which includes without limitation any consents and approvals required under any Parent Material Contract), (evii) such filings and approvals consents as are may be required to be made or obtained under the by any applicable state securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreementor state takeover laws, (fviii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval of listing of such Parent Common Stock on triggered by the NASDAQ Global Select Market Merger or the Transactions (the “NASDAQ”consents referred to in clauses (i) through (viii), (gthe “Parent Consents”) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (hix) such other notices, additional consents, notices and approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained make or made obtain would not be reasonably likely to have, individually or in the aggregate, have a Parent Material Adverse Effect on CompanyEffect, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with of any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company Entity or any of its Subsidiaries Third Party are necessary in connection with (iA) the execution and delivery by Company Parent and Merger Sub of this Agreement or and (iiB) the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement.

Consents and Approvals. Except for (a) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the FDIC and Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) Board and approval of or non-objection to such applications, filings applications and notices, (b) compliance the filing of applications and notices, as applicable, with any applicable requirements the Commissioner of Banking of the State of New Jersey (the "Commissioner") and approval of such applications and notices, (c) the filing with the Securities and Exchange Act Commission (the "SEC") of a proxy statement in definitive form relating to the meeting of the Company's shareholders (and, if determined by the Buyer to be necessary, the meeting of the Buyer's shareholders) to be held in connection with this Agreement and the Securities Act, including, transactions contemplated hereby (the Joint "Proxy Statement Statement") and the filing and declaration of effectiveness of the registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement will be included as a prospectus, and declaration (d) the approval of effectiveness this Agreement by the requisite vote of the Form S-4shareholders of the Company, (ce) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) 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 AgreementOCC Notice, (f) approval of the listing of such Parent the Buyer Common Stock to be issued in the Merger on the NASDAQ Global Select Market (the “NASDAQ”)Nasdaq/NMS, (g) the filing of such filings as shall be required to be made with any required applicationsapplicable state securities bureaus or commissions, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applicationsapprovals or exemptions under the Environmental Laws (as defined in Section 3.17) and notices and filings with the Internal Revenue Service (the "IRS") or the Pension Benefit Guaranty Corporation (the "PBGC") with respect to employee benefit plans as are described in Section 3.4 of the Company Disclosure Schedule and (i) such other filings, filings authorizations or registrations approvals as may be set forth in Section 3.4 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyCompany Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “"Governmental Entity”") or with any third party are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i1) the execution and delivery by the Company of this Agreement or (ii2) the consummation by the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the FRB under the BHC Act and approval of the applications, filings and notices, (b) the filing of any required applications, filings or notices and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such the applications, filings, and notices, (c) 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 SYBT (inclusive of Xxxxxx Xxx and Xxxxxxx Mac), and approval of the applications, filings, and notices, (d) the filing of applications, filings and notices, as applicable, with the KDFI in connection with the Merger and the Bank Merger and approval of the applications, filings and notices, (be) compliance the filing with any applicable requirements the SEC of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 (in which the Joint Proxy Statement will be included as a prospectus), and declaration by the SEC of the effectiveness of the Form S-4, (cf) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Kentucky Secretary of State of the State of Texas pursuant to the MGCL KBCA, and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (eg) 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 SYBT Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (gh) the filing of any required applications, filings or and notices, as applicable, with any SRO, (j) any approvals and notices required with respect to the Federal Home Loan Bank SYBT Common Stock to be issued as part of the Merger Consideration under the rules of NASDAQ, and (hk) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure approval of which the Nevada Division of Insurance with respect to be obtained or made would not be reasonably likely to have, individually or the change in control of the aggregate, a Material Adverse Effect on CompanyCaptive Subsidiary (the “Captive Subsidiary”), no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company SYBT or Merger Subsidiary of this Agreement or (ii) the consummation by SYBT or Merger Subsidiary of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, SYBT 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. Except for (a) the filing of applications, filings and notices, as applicable, with Nasdaq and the New York Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board in connection with the Merger and approval or waiver of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with 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 the Board of Governors any state banking authorities listed on Section 3.4 of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office TCF Disclosure Schedule or Section 4.4 of the Comptroller of the Currency (the “OCC”) Chemical Disclosure Schedule and approval of or non-objection to such applications, filings and notices, (be) compliance the filing with any applicable requirements the SEC of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form 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 Form S-4, (cf) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the MGCL DGCL and TBOCthe Michigan DLRA pursuant to the MBCA, respectively, (d) and the filing of the Bank Merger Certificates, (eg) 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 Chemical Common Stock and New Chemical Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank Agreement and (h) the approval of the listing of such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings Chemical Common Stock and New Chemical Preferred Stock (or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or depositary shares in the aggregate, a Material Adverse Effect respect thereof) on CompanyNasdaq, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company Chemical of this Agreement or (ii) the consummation by Chemical of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, Chemical has no knowledge 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. Except for (a) the filing of any required applications, filings or notices with the Board of Governors Each of the Federal Reserve System Company, Parent and Purchaser shall use its reasonable best efforts to: (the “Federal Reserve”)i) take, the FDICor cause to be taken, the Texas Department of Bankingall appropriate action, the Office of the Comptroller of the Currency (the “OCC”) and approval of do, or non-objection cause to such applicationsbe done, filings and noticesall things necessary, (b) compliance with proper or advisable under any applicable requirements Law or otherwise to cause the fulfillment of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant all conditions to the MGCL Transactions and TBOCto consummate and make effective the Transactions as promptly as practicable; (ii) obtain from any Governmental Entities any consents, respectivelylicenses, (d) the filing of the Bank Merger Certificatespermits, (e) 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 Agreementwaivers, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consentsclearances, approvals, non-objectionswaiting period terminations, waivers, authorizations, applications, filings authorizations or registrations the failure of which orders required to be obtained or made would not by Parent, Purchaser or the Company or any of their respective Subsidiaries, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions; (iii) make or cause to be reasonably likely to have, individually made the applications or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made by Parent, Purchaser or obtained the Company or any of their respective Subsidiaries under or with respect to the HSR Act or any other applicable Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, and pay any fees due in connection with such applications or filings (it being understood that the Company and Parent shall each pay one-half of such fees), as promptly as is reasonably practicable, and in any event within five Business Days, with respect to applications or filings under the HSR Act, and within 10 Business Days, with respect to applications or filings under any other competition Laws, after the date hereof or sooner if required by Law; (iv) comply at the earliest practicable date with any request under or with respect to the HSR Act and any such other applicable Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in connection with such applications or filings or the Transactions; and (v) reasonably coordinate and cooperate with each other party in the making of any applications or filings (including furnishing any information the other party may require in order to make any such application or filing), or obtaining any approvals, required in connection with the Transactions under the HSR Act or any other competition Laws. Notwithstanding anything to the contrary, neither Parent nor Purchaser (nor any of their respective Affiliates) shall have any obligation to (A) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, holding separate, license or other disposition of any assets or businesses (including any assets or business of the Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company of this Agreement Subsidiaries); or (iiB) otherwise take or commit to take any actions that would limit the consummation freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets. Neither the Company nor any of its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the transactions contemplated herebyCompany or any of its affiliates, unless such requirement, condition, understanding, agreement or order is binding on the Company only in the event that the Closing occurs. Each of the Company and Parent shall promptly inform the other of any material communication with, and proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such application or filing. If a party hereto intends to participate in any meeting or conference call with any Governmental Entity in respect to any such filings, investigations or other inquiry, then such party shall give the other party reasonable prior notice of such meeting or conference call and invite Representatives of the other party to participate in the meeting or conference call with the Governmental Entity unless prohibited by such Governmental Entity.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the HOLA and approval of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the OCC, the FDIC and the DFS, in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with the Board of Governors any state banking authorities listed on Section 3.4 of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office Company Disclosure Schedule or Section 4.4 of the Comptroller of the Currency (the “OCC”) Parent Disclosure Schedule and approval of or non-objection to such applications, filings and notices, (be) compliance the filing with any applicable requirements the SEC of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (cf) the filing of the Articles of Merger with the SDAT Charter Amendment and the Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the MGCL DGCL, and TBOC, respectively, (d) the filing of the Bank Merger Certificates, Certificates and (eg) 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, (f) Agreement and the approval of the listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyNYSE, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company Parent of this Agreement or (ii) the consummation by Parent of the Merger and the other transactions contemplated herebyhereby (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. Except for (a) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) compliance the filing with any applicable requirements the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Exchange Act Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the Securities Act, includingtransactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint 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 declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDGCL, (d) the filing of any notices or other filings under the Bank Merger CertificatesXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement, Agreement (f“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)NYSE, (g) the filing filings required in accordance with Part 12 of any required applicationsthe United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, filings or notices with the Federal Home Loan Bank “FCA Approval”) and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which subject to be obtained or made would not be reasonably likely to have, individually or in the aggregateSection 6.1(j), a Material Adverse Effect on Companyprospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state court or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, selfgovernmental or quasi-regulatory governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each, each a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries 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 hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. (a) Except for (ai) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System Securities and Exchange Commission (the “Federal ReserveSEC”) of a preliminary proxy statement and a proxy statement in definitive form relating to the meeting of the Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”), (ii) the FDICapproval and adoption of this Agreement by the Company Requisite Vote of the shareholders of the Company, (iii) filings of applications and notices with, receipt of approvals or no objections from, and the Texas Department expiration of Bankingrelated waiting periods required by, the Office of the Comptroller Thrift Supervision (“OTS”) or its successor, (iv) filing of the Currency (Certificate of Merger, the “OCC”) Bank Merger Certificates and approval the certificate of or non-objection merger with respect to such applications, filings and noticesthe Liquidation, (bv) compliance with any applicable requirements filing of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas any amendments or supplements thereto pursuant to the MGCL Exchange Act, and TBOC(vi) such filings, respectively, (dauthorizations or approvals as may be set forth in Section 4.4(a) the filing of the Bank Merger Certificates, Company Disclosure Schedule (e) such filings the consents and approvals as referred to in clause (vi) 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, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (called the “NASDAQThird Party Consents”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “Governmental Entity”) or with any third party are required to be made or obtained by the Company or any of its Subsidiaries in connection with (i1) the execution and delivery by the Company of this Agreement or and (ii2) the consummation by the Company of the Merger , the Liquidation and the other transactions contemplated hereby, including the consummation by the Company Bank of the Bank Merger. On the date of this Agreement, the Company knows of no reason why all such filings cannot be timely made or why all such approvals cannot be timely obtained. Pursuant to Section 131 of the LBCL, no appraisal or dissenters’ rights will be available to holders of Company Common Stock in connection with the Merger.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCCReserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of or non-objection to such applications, filings and notices, (b) compliance the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any applicable requirements required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Sunshine’s shareholders 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 Exchange Act and the Securities Act, including, the Joint Proxy Statement and registration statement on Form S-4 S‑4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement (the “S‑4”) and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyS‑4, (d) the filing of the Bank Certificates/Articles of Merger Certificateswith the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, and (e) 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 CenterState Common Stock pursuant to this Agreement, (f) Agreement and the approval of the listing of such Parent CenterState Common Stock on the NASDAQ Global Select Market (the “NASDAQRegulatory Approvals”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Authority are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution and delivery by Company Sunshine of this Agreement or (iiB) the consummation by Sunshine of the Merger and the other transactions contemplated herebyhereby (including the consummation by Savings Bank of the Bank Merger). As of the date hereof, Sunshine 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. Except for (a) the filing of any required applications, filings or notices with a notification under the Board of Governors of the Federal Reserve System HSR Act (the “Federal Reserve”as defined in Section 6.1(b), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices), (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4Company Stockholder Approval, (c) the filing with the Securities and Exchange Commission (the "SEC") of (i) the Joint Proxy Statement/Prospectus (as defined in Section 6.1(a) hereof) and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Articles Securities Exchange Act of Merger 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the SDAT transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (d) the consent of Sprint Communications Company, L.P., Sprint Spectrum L.P. and WirelessCo, L.P. (collectively, "Sprint PCS") required pursuant to the terms of the Company Sprint Agreements (as defined herein), (e) such filings, authorizations or approvals as may be set forth in Section 3.5 of the Company Disclosure Schedule, (f) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) 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 AgreementDGCL, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), and (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations registrations, the failure of which to be obtained made or made would not be reasonably likely to haveobtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with with, any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “"Governmental Entity”") or with any third party are required to be made or obtained by the Company or any of its Subsidiaries 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 hereby.

Consents and Approvals. Except for No Consent is required in connection with the execution and delivery of this Agreement and each Ancillary Agreement by the Company or the performance by the Company of its obligations hereunder (including the consummation of the Merger) and thereunder, except for: (a) the filing of any required applicationsthe Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, filings or notices with the Board of Governors of the Federal Reserve System as amended (the “Federal ReserveHSR Act”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, ; (b) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the Securities rules and regulations promulgated thereunder (the “Exchange Act, including, the Joint Proxy Statement ”) and Form S-4 in which the Joint Proxy Statement will as may be included as a prospectus, and declaration of effectiveness required under applicable state securities or “blue sky” Laws of the Form S-4, United States; (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, Delaware; (d) the filing with the SEC of a proxy statement (together with all customary proxy or other materials delivered in connection therewith, the “Proxy Statement”) relating to the meeting of the Bank Merger Certificates, Shareholders of the Company to be held to consider the adoption of this Agreement (the “Company Shareholders Meeting”); (e) such filings and approvals as are the Consents required to be made or obtained contemplated 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, Advisers Act and any Investment Advisory Arrangements; (f) approval of listing of such Parent Common Stock on the filings or notices required by, and any approvals required under the rules and regulations of, any self-regulatory organization, including the NASDAQ Global Select Stock Market LLC (the “NASDAQ” and, each, a “Self-Regulatory Organization”), ; and (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of Consents which to be if not obtained or made would not be reasonably likely to havenot, individually or in the aggregate, have a Company Material Adverse Effect on CompanyEffect. Section 3.4 of the Disclosure Letter contains a true and complete list as of the date hereof of (x) each Consent (including the party from whom such Consent must be obtained) required pursuant to any Investment Advisory Arrangement (each such Consent, no notices toan “Advisers Act Consent”), consents and (y) each Consent required to prevent or approvals or non-objections ofwaive any put right, waivers or authorizations byright of redemption, or applicationstermination of the investment period, filings or registrations with any foreigntermination of the fund, federal, state or local court, administrative agency, arbitrator or commission default or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required consequence materially adverse to be made or obtained by the Company or any of its Subsidiaries pursuant to any Fund Document (each such Consent, an “Investor Waiver”), in the case of each of (x) and (y), in connection with (i) the execution and delivery by Company of this Agreement and each Ancillary Agreement by the Company or the performance by the Company of its obligations hereunder and thereunder (ii) including the consummation of the transactions contemplated herebyMerger).

Consents and Approvals. Except for (ai) the filing of any required applications, filings or notices and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal ReserveReserve Board”)) under the BHC Act, the FDICFDIC under the Federal Deposit Insurance Act, the Texas Department of Banking, the Office of the Comptroller of the Currency as amended (the “OCCFDI Act”) and approval of or non-objection to such applications, filings and notices, (biii) compliance the filing of applications, filings and notices, as applicable, with any applicable requirements the Office of the Commissioner of Banks of the State of North Carolina (the “NC Commissioner”) and approval of such applications, filings and notices, (iv) the filing with the Securities and Exchange Act Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of NewBridge’s and Yadkin’s shareholders to be held in connection with this Agreement and the Securities Act, includingtransactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement 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 Yadkin in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4, (cvi) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the NC Secretary of State of the State of Texas pursuant to the MGCL NCBCA and TBOC, respectively, (d) the filing of the Bank Merger Certificates, and (evii) 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 Yadkin Common Stock pursuant to this Agreement, (f) Agreement and the approval of the listing of such Parent shares of Yadkin Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyNYSE, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality or SRO (each, each a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution and delivery by Company NewBridge of this Agreement or (iiB) the consummation by NewBridge of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger).

Consents and Approvals. Except No notices, applications or other filings are required to be made by it or any of its Subsidiaries with, nor are any consents, approvals, registrations, permits, expirations of waiting periods or other authorizations required to be obtained by it or any of its Subsidiaries from, any Governmental Authority or third party in connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby, except for (a1) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods, required by federal and state banking authorities, including applications and notices to the Federal Reserve Board under the BHC Act, to the Office of Thrift Supervision under HOLA, and applications and notices to the New York State Banking Department or Banking Board under the NYBL, (2) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, state securities authorities and the NASD, (3) filing of the Registration Statement and Proxy Statement with the SEC, and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (4) receipt of the shareholder approval described in Section 5.3(e), (5) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL Delaware and TBOC, respectively, (d6) the filing with NYSE to obtain the listing authorizations contemplated by this Agreement. As of the Bank Merger Certificatesdate hereof, (e) 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, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing it is not aware of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, reason why all necessary consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would permits and other authorizations will not be reasonably likely received in order to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company of this Agreement or (ii) the permit consummation of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCCFRB”) and approval of or non-objection to such applications, filings applications and notices, (b) compliance the filing of applications and notices, as applicable, with any applicable requirements the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Exchange Act Company’s shareholders and Parent’s shareholders to be held in connection with this Agreement and the Securities Act, including, transactions contemplated hereby (the Joint “Proxy Statement Statement”) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (e) the approval of this Agreement and declaration of effectiveness the Merger by the requisite vote of the Form S-4shareholders of the Company, (cf) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary Department of State the Treasury of the State of Texas New Jersey pursuant to the MGCL and TBOC, respectivelyBCA, (dg) the filing approval of the Bank Merger Certificates, (e) 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 listing of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock be issued in the Merger on the NASDAQ Global Select Market (the “NASDAQ”)Market, (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other noticesfilings as shall be required to be made with any applicable state securities bureaus or commissions, (i) such consents, approvalsauthorizations or approvals as shall be required under the Environmental Laws and (j) such other filings, non-objections, waivers, authorizations, applications, filings authorizations or registrations approvals as may be set forth in Section 3.4 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyCompany Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “Governmental Entity”) or with any third party are required to be made or obtained by necessary on behalf of the Company or any of its Subsidiaries the Company’s Bank in connection with (i1) the execution and delivery by the Company of this Agreement or Agreement, (ii2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of any required applicationsapplications and notices, filings or notices as applicable with the Board of Governors of the Federal Reserve System (Board under the “Federal Reserve”)Bank Holding Company Act of 1956, as amended and Bank Merger Act and the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings applications and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (cii) the filing of the Articles of Merger applications with the SDAT F.D.I.C. under the Bank Merger Act and approval of such applications, (iii) state banking approvals, (iv) the filing with the SEC of a proxy statement and the Certificate S-4, (v) the approval of this agreement by Purchaser as the sole stockholder of Newco, (vi) the filing of Articles of Merger with the Secretary of State of the State Commonwealth of Texas pursuant to the MGCL and TBOC, respectivelyMassachusetts, (d) the filing of the Bank Merger Certificates, (evii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” blue sky laws of various states in connection with the issuance of the shares of Parent Purchaser Common Stock pursuant to this Agreement, ; (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (hviii) such other noticesfilings, consents, approvals, non-objections, waivers, authorizations, applications, filings authorizations or registrations approvals as may be set forth in Section 3.21 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyPurchaser Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company governmental entity or any of its Subsidiaries third party are necessary in connection with (i1) the execution and delivery by Company Purchaser and Newco of this Agreement, (2) the consummation by Purchaser and Newco of the Merger and other transactions contemplated hereby, (3) the execution and delivery by Newco of the Merger Agreement and (4) consummation of transactions contemplated by the Merger Agreement. The affirmative vote of the holders of the shares of Purchaser Common Stock is not required to approve this Agreement or (ii) the consummation of the transactions contemplated hereby. Purchaser hereby represents to Company that it has no reason to believe that it would be unable to obtain each and every required consent and approval referred to in this SECTION 3.21. The Purchaser will endeavor to obtain such consents and approvals so that the transactions contemplated by this Agreement and the Merger Agreement may be consummated on or prior to February 28, 1996.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices and notices, as applicable, with the Board NASDAQ, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (Board under the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) HOLA and approval of or non-objection to such applications, filings and notices, (bc) compliance the filings of applications, filings and notices, as applicable, with the OCC, and approval of such applications, filings and notices, (d) the filing of applications, filings and notices, as applicable, with the NJ Department in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing with the SEC of (i) any filings under applicable requirements of the Exchange Act and the Securities Act, including, including the filing of the Joint Proxy Statement and Form (ii) the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (cf) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL MGCL, (g) the filing of the Second-Step Merger Certificates with the Delaware Secretary and TBOCthe SDAT in accordance with the DGCL and the MGCL, respectively, (di) the filing of the Bank Merger CertificatesCertificate, and (eh) 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, (f) Agreement and the approval of the listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution and delivery by Company Parent of this Agreement or (iiB) the consummation by Parent of the Integrated Mergers and the other transactions contemplated herebyhereby (including the Bank Merger).

Consents and Approvals. Except for (a) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCCFRB”) and approval of or non-objection to such applications, filings applications and notices, (b) compliance the filing of applications and notices, as applicable, with any applicable requirements the FDIC and approval of the Exchange Act such applications and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4notices, (c) the filing of the Articles of Merger applications and notices, as applicable, with the SDAT New Jersey Department and approval of such applications and notices, (d) the filing with and declaration of effectiveness by the Securities and Exchange Commission (the “SEC”) of the registration statement on Form S-4 (the “S-4”) in which the proxy statement in definitive form relating to the meeting of the holders of the Company Common Stock to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) will be included as a proxy statement and prospectus, (e) the approval of this Agreement and the Merger by the requisite vote of the holders of the Company Common Stock, (f) the filing of the Certificate of Merger with the Secretary Department of State the Treasury of the State of Texas New Jersey pursuant to the MGCL and TBOC, respectivelyBCA, (dg) the filing approval of the Bank Merger Certificates, (e) 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 listing of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock be issued in the Merger on the NASDAQ Global Select Market (the “NASDAQ”)Market, (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other noticesfilings as shall be required to be made with any applicable state securities bureaus or commissions, (i) such consents, approvalsauthorizations or approvals as shall be required under the Environmental Laws and (j) such other filings, non-objections, waivers, authorizations, applications, filings authorizations or registrations approvals as may be set forth in Section 3.4 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyCompany Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “Governmental Entity”) or with any third party are required to be made or obtained by necessary on behalf of the Company or any of its Subsidiaries the Company’s Bank in connection with (i1) the execution and delivery by the Company of this Agreement or Agreement, (ii2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with a notification under the Board of Governors of the Federal Reserve System HSR Act (the “Federal Reserve”as defined below), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4Company Stockholder Approval, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDGCL, (d) the filing issuance by the Federal Communications Commission ("FCC"), or the FCC staff pursuant to delegated authority, of the Bank Merger Certificatesapproval required to consummate the transactions contemplated hereby under the Communications Act of 1934, as amended ("Communications Act"), and the policies and regulations of the FCC implementing the Communications Act (the "FCC Approval"), (e) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 4.4 of the shares of Parent Common Stock pursuant to this AgreementCompany Disclosure Schedule, (f) approval the filing with the Securities and Exchange Commission (the "SEC") of listing (i) the Joint Proxy Statement/Prospectus (as defined below) and (ii) such reports under Sections 13(a), 13(b), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)orders as may be required in connection therewith, (g) the filing consent of any Sprint Communications Company, L.P., Sprint Spectrum, L.P. and Wireless Co, L.P. (collectively, "Sprint PCS") required applicationspursuant to the terms of the Company Sprint Agreements (as defined below) (the "Company Sprint Consent"), filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations registrations, the failure of which to be obtained or made would not be reasonably likely to havemade, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with with, any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “"Governmental Entity”"; it being understood that, for purposes of this Agreement, "Governmental Entity" shall include the FCC, the Federal Aviation Administration and state public service and public utility commissions (and similar state commissions)) or with any third party are required to be made or obtained by Company or any of its Subsidiaries 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 hereby.

Consents and Approvals. Except for (a) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCCFRB”) and the Department of Banking and Insurance of the State of New Jersey and approval of or non-objection to such applications, filings applications and notices, (b) compliance the filing with any applicable requirements the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the Exchange Act Company’s shareholders to be held in connection with this Agreement and the Securities Act, including, transactions contemplated hereby (the Joint “Proxy Statement Statement”) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing approval of this Agreement and the Merger by the requisite vote of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State shareholders of the State of Texas pursuant to the MGCL and TBOC, respectivelyCompany, (d) the filing of the Bank Certificate of Merger Certificateswith the Department of the Treasury of the State of New Jersey pursuant to the BCA and of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania pursuant to the BCL, (e) approval of the listing of the Parent Common Stock to be issued in the Merger on NASDAQ, (f) such filings and approvals as are shall be required to be made with any applicable state securities bureaus 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, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)commissions, (g) such consents, authorizations, approvals or exemptions under the filing of any required applications, Environmental Laws (as defined in Section 3.17) and notices and filings or notices with the Federal Home Loan Bank Internal Revenue Service (the “IRS”) or the Pension Benefit Guaranty Corporation (the “PBGC”) with respect to employee benefit plans as are described in Section 3.4 of the Company Disclosure Schedule and (h) such other noticesfilings, consents, approvals, non-objections, waivers, authorizations, applications, filings authorizations or registrations approvals as may be set forth in Section 3.4 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyCompany Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “Governmental Entity”) or with any third party are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i1) the execution and delivery by the Company of this Agreement or and (ii2) the consummation by the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of any required applicationsapplications or notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (Board under the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) BHC Act and approval of such applications or non-objection to such applications, filings and notices, (b) compliance the filing of an application with any applicable requirements the FDIC under the Bank Merger Act and approval of such application, (c) the filing of applications or notices, as applicable, with the OTS and approval of such applications or notices, (d) the filing of applications or notices, as applicable, with the Commissioner and approval of such applications and notices, (e) the filing with the SEC of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which with the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness SEC of the Form S-4, (cf) the approval of this Agreement by the requisite vote of the stockholders of Buyer, (g) the filing of an application with NASDAQ to list the Buyer Common Stock to be issued in the Merger on the NASDAQ and the approval of such application, (h) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Department pursuant to the MGCL and TBOC, respectivelyMGCL, (d) the filing of the Bank Merger Certificates, (ei) 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 Buyer Common Stock pursuant to this Agreement, (fj) the filings required by the Bank Merger Agreement, (k) the approval of listing the Bank Merger Agreement by Buyer as the sole stockholder of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)Buyer Bank, (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (hl) such other noticesfilings, consents, approvals, non-objections, waivers, authorizations, applications, filings authorizations or registrations approvals as may be set forth in Section 4.4 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyBuyer Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state Governmental Entity or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) with any third party are required to be made or obtained by Company or any necessary on behalf of its Subsidiaries Buyer in connection with (i1) the execution and delivery by Company Buyer of this Agreement or Agreement, (ii2) the consummation by Buyer of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Buyer Bank of the Bank Merger Agreement, and (4) the consummation by Buyer Bank of the Subsidiary Merger.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with the Board of Governors as set forth in Section 4.4(a) of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and noticesU S WEST Merger Disclosure Schedule, (b) for compliance with any applicable requirements of and filings under the Exchange Act and the Securities HSR Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) for the receipt of the Orders of the FCC and state regulatory authorities set forth in Section 4.4(b) of the U S WEST Merger Disclosure Schedule (the "FCC/State Orders"), (d) for the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to Delaware, the MGCL and TBOC, respectively, (d) Articles of Merger with the filing Secretary of State of the Bank Merger CertificatesState of Colorado and appropriate documents with the relevant authorities of other states in which either NV or PCS Holdings is qualified to do business, and (e) for 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 any state or local Tax which is attributable to the issuance beneficial ownership of the shares owned or leased property used in the operation of Parent Common Stock pursuant to this Agreementthe Domestic Wireless Business, if any (fcollectively, "Gains Taxes") approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”items in clauses (a) through (e) being collectively referred to herein as "U S WEST Consents"), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consentsno Consents, approvals, non-objectionslicenses, waiverspermits, authorizationsorders or authorizations of, applicationsor registrations, declarations, notices or filings with, any Governmental Authority or registrations the failure of which any Third Party are required to be obtained or made would not by or with respect to U S WEST, Media, NV, PCS Holdings or any of the Domestic Wireless Subsidiaries (or will be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be obtained or made by or obtained by Company with respect to the NV/PCS Transferee) on or any of its Subsidiaries prior to the Closing Date in connection with (iA) the execution execution, delivery and delivery by Company performance of this Agreement or (ii) any of the other Transaction Agreements, the consummation of the transactions contemplated herebyhereby and thereby or the taking by U S WEST, Media, NV or PCS Holdings (or the NV/PCS Transferee) of any other action contemplated hereby or thereby, (B) the continuing validity and effectiveness of, the prevention of any material default or event of withdrawal or dissolution under or the violation of the terms of (i) any material License or Material Contract relating to the operation of NV, PCS Holdings, any Domestic Wireless Subsidiary or, to the knowledge of U S WEST, any Domestic Wireless Investment or (ii) any partnership, joint venture or similar agreement of NV, PCS Holdings or any Domestic Wireless Subsidiary or Domestic Wireless Investment or (C) the operation of the Domestic Wireless Business following the Closing as conducted on the date hereof, other than, in the case of clauses (A) and (C), Consents that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect with respect to the Domestic Wireless Business or materially impair or delay the ability of U S WEST, Media, NV or PCS Holdings (or the NV/PCS Transferee) to perform their respective obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby and thereby.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with clearances required by the Board Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Governors of the Federal Reserve System 1976, as amended (the “Federal ReserveHSR Act”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance the Company Shareholder Approval, (c) the filing with any applicable requirements the SEC of (i) a proxy statement/prospectus related to the transactions contemplated by this Agreement and the Company Shareholders Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”), and (ii) such other reports or filings under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4transactions contemplated by this Agreement, (cd) the filing of the Articles of Merger with the SDAT and SCC pursuant to the VSCA, (e) the filing of the Certificate of Merger with the Secretary of State of the State of Texas Delaware pursuant to the MGCL and TBOC, respectively, (d) the filing requirements of the Bank Merger Certificates, (e) 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 AgreementDGCL, (f) approval such filings as may be required under the rules and regulations of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)NYSE, (g) the filing filings, clearances, consents, notices and approvals set forth in Section 3.5 of any required applicationsthe Company Disclosure Letter (the consents referred to in clauses (a) through (g), filings or notices with the Federal Home Loan Bank “Company Consents”), and (h) such other noticesadditional filings, clearances, consents, notices and approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained make or made obtain would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect on CompanyEffect, no filings, clearances, consents, notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with of any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company Entity or any of its Subsidiaries Third Party are necessary in connection with (iA) the execution and delivery by the Company of this Agreement or (iiB) the consummation by the Company of the Merger and the other transactions contemplated herebyby this Agreement.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with the Board of Governors any federal or state regulatory or banking authorities listed on Section 4.4 of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) Parent Disclosure Schedule and approval of or non-objection to such applications, filings and notices, (b) compliance the filing of any required applications, filings and notices, as applicable, with any applicable requirements of the Exchange Federal Reserve Board under the BHC Act and the Securities Actapproval of such applications, including, the Joint Proxy Statement filings and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4notices, (c) the filing of the Articles of Merger any required applications, filings, certificates and notices as applicable with the SDAT and OCC under the Certificate of Bank Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyAct, (d) the filing of the Bank Merger Certificates, (e) 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, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with FINRA and approval of such applications, filings and notices, (e) the Federal Home Loan filing of any required applications, filings and notices, as applicable, with the NASDAQ, (f) the filing by Parent with the SEC of the Proxy Statement and the S-4 in which the Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, (g) the filing of the Certificate of Merger with the Washington Secretary pursuant to the WBCA, the filing of Second Step Certificates of Merger with the applicable Governmental Entities as required by applicable law, and the filing of the Bank Merger Certificate, and (h) such other noticesif required by the HSR Act, consents, approvals, non-objections, waivers, authorizations, the filing of any applications, filings or registrations notices under the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyHSR Act, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution execution, delivery and delivery performance by Company the Parent Parties of this Agreement or (ii) the consummation by the Parent Parties of the Mergers and the other transactions contemplated by this Agreement. No Parent Party is aware of any reason why the necessary regulatory approvals and consents will not be received by the applicable Parent Party to permit consummation of the transactions contemplated herebyby this Agreement (including the Mergers) on a timely basis.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with a notification under the Board of Governors of the Federal Reserve System HSR Act (the “Federal Reserve”as defined in Section 6.1(b), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices), (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4Parent Stockholder Approval, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDGCL, (d) the filing with the SEC of (i) the Joint Proxy Statement/Prospectus and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Bank Merger CertificatesExchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) approval of the listing of the Parent Common Stock to be issued in the Merger on Nasdaq, (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 the Company Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) any consent of Sprint PCS required pursuant to the filing terms of any required applicationsParent Sprint Agreements, filings or notices with the Federal Home Loan Bank and (h) such other noticesfilings, authorizations or approvals as may be set forth in Section 4.5 of the Parent Disclosure Schedule, and (i) such consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations registrations, the failure of which to be obtained made or made would not be reasonably likely to haveobtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CompanyParent, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with, any Governmental Entity or with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) third party are required to be made or obtained by Company Parent or any of its Subsidiaries in connection with (i) the execution and delivery by Company Parent and Merger Sub of this Agreement or (ii) the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (ai) the filing of any required applications, filings or notices and notices, as applicable, with the Board of Governors of the Federal Reserve System (under the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) BHC Act and approval of or non-objection to such applications, filings and notices, (bii) compliance the filing of applications, filings and notices, as applicable, with any applicable requirements the Federal Reserve in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the Maryland Office of the Exchange Act Commissioner of Financial Regulation (the “Maryland Office”) and the Virginia Bureau of Financial Institutions (“Virginia Bureau”) in connection with the Bank Merger and approval of such applications, filings and notices, (iv) the filing with the Securities Act, includingand Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement 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 (including any amendments or supplements thereto, the “Form S-4”) and declaration of effectiveness of the Form S-4, (cv) other filings and reports as required pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (vi) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of Virginia State of the State of Texas Corporation Commission pursuant to the MGCL and TBOC, respectivelyVSCA, (d) the filing of the Bank Merger Certificates, (evii) 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, Agreement and (fviii) approval the filing with the Nasdaq Stock Market of a notification of the listing of such the shares of Parent Common Stock on to be issued in the NASDAQ Global Select Market (the “NASDAQ”)First-Step Merger, (g) the filing of any required applicationsno consents or approvals of, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained with, any governmental or made would not be reasonably likely to haveregulatory authority, individually or in the aggregateagency, a Material Adverse Effect on Companycourt, no notices to, consents or approvals or non-objections of, waivers or authorizations bycommission, or applications, filings or registrations with any foreign, federal, state or local court, other administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality entity (each, a “Governmental Entity”) or any third party are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the First-Step Merger and the other transactions contemplated herebyby this Agreement, including the Bank Merger. As of the date hereof, the Company has no knowledge of any reason pertaining to the Company why any of the approvals referred to in this Section 3.6 should not be obtained without the imposition of any condition or requirement described in Section 7.1(c).

Consents and Approvals. Except for (a) filings of applications and notices, as applicable, with the state insurance authorities set forth in Section 3.4 of the Company Disclosure Schedule, and approval of such applications and notices, (b) the filing of any required applications, filings or notices applications with the Board of Governors of the Federal Reserve System Deposit Insurance Corporation (the “Federal ReserveFDIC”), the FDIC, the Texas California Department of BankingFinancial Institutions, the Office and any other federal, foreign or state banking, consumer finance, insurance or other foreign, federal or state insurance or other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) set forth in Section 3.4 of the Comptroller of the Currency (the “OCC”) Company Disclosure Schedule, and approval of or non-objection to such applications, filings and noticesnotices (the items described in clauses (a) and (b), the “Regulatory Approvals”), (bc) compliance the filing with any applicable requirements the SEC of a Proxy Statement in definitive form relating to the Exchange Act meeting of Company’s shareholders to be held in connection with this Agreement and the Securities Act, including, transactions contemplated by this Agreement (the Joint “Proxy Statement Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(i), (cd) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas SCC pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger CertificatesVSCA, (e) any notices or filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the antitrust laws and regulations of any foreign jurisdiction and (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, (f) Agreement and approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyNYSE, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the consummation by 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 or (ii) the consummation of the transactions contemplated herebyAgreement.

Consents and Approvals. Except for (a) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) FRB and approval of or non-objection to such applications, filings applications and notices, (b) compliance the filing of applications and notices, as applicable, with any applicable requirements the FDIC and approval of the Exchange Act such applications and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4notices, (c) the filing of the Articles of Merger applications and notices, as applicable, with the SDAT New Jersey Department and the Certificate approval of Merger with the Secretary of State of the State of Texas pursuant to the MGCL such applications and TBOC, respectivelynotices, (d) the filing with the SEC of the Bank Merger CertificatesProxy Statement and the filing and declaration of effectiveness of the S-4, (e) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws authorization of various states in connection with the issuance of the shares of Parent Common Stock issuable pursuant to this AgreementAgreement (including without limitation the shares of Parent Common Stock issuable upon exercise of all New Stock Options) by the requisite vote of the shareholders of Parent, (f) the filing of the Certificate of Merger with the Department of the Treasury of the State of New Jersey pursuant to the BCA, (g) approval of the listing of such the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market (the “NASDAQ”)Market, (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other noticesfilings as shall be required to be made with any applicable state securities bureaus or commissions, (i) such consents, approvalsauthorizations or approvals as shall be required under the Environmental Laws and (j) such other filings, non-objections, waivers, authorizations, applications, filings authorizations or registrations approvals as may be set forth in Section 4.4 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyParent Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state Governmental Entity or local court, administrative agency, arbitrator with any third party are necessary on behalf of Parent or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries the Parent’s Bank in connection with (i1) the execution and delivery by Company Parent of this Agreement or Agreement, (ii2) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Parent’s Bank of the Bank Merger Agreement and (4) the consummation by the Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices filings, certificates and notices, as applicable, with the Board NASDAQ and the approval of Governors the listing on the NASDAQ of the shares 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 Federal Reserve System (Board under the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) BHC Act and approval or waiver of or non-objection to such applications, filings and notices, (bc) compliance 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 with the SEC of (i) any filings that are necessary under applicable requirements of the Exchange Act and (ii) the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (ce) the filing of applications, filings, certificates and notices, as applicable, with the NJ Department, (f) the filing of the Articles of First-Step Merger Certificate with the SDAT and the Certificate New Jersey Department of Merger with the Secretary of State of the State of Texas Treasury pursuant to the MGCL BCA, (g) the filing of the Second-Step Merger Certificates with the Delaware Secretary and TBOCthe New Jersey Department of Treasury in accordance with the DGCL and the BCA, respectively, (dh) the filing of the Bank Merger Certificates, Certificate and (ei) 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, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company Entity or any of its Subsidiaries other third party are necessary in connection with (iA) the execution and delivery by Company Parent or Merger Sub of this Agreement, (B) the consummation by Parent or Merger Sub of the Integrated Mergers and the other transactions contemplated hereby, (C) the execution and delivery by Parent Bank of the Bank Merger Agreement or (iiD) the consummation by Parent Bank of the transactions contemplated herebyBank Merger.

Consents and Approvals. Except for as set forth in Section 5.4 of the Parent Disclosure Schedule, no Consents of, or filings or registrations with, any Governmental Entity or any third Person are necessary in connection with (a) the filing execution and delivery by Parent or Merger Subs of any required applications, filings this Agreement or notices with the Board Agreement of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of Merger or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements the consummation by Parent or Merger Subs of the Exchange Act transactions contemplated hereby and thereby, including the Mergers, except for (i) any notices required to be filed under the HSR Act, (ii) the Consents from, or registrations, declarations, notices or filings made to or with the Federal FCC, or any Governmental Entity (including State Regulators) and local cable franchise authorities) (other than with respect to securities, antitrust, competition, trade regulation or similar laws), in each case as may be required in connection with this Agreement, the Mergers or the other transactions contemplated by this Agreement and are required in with respect to mergers, business combinations or changes in control of telecommunications companies generally, (iii) the filing with the SEC of the Proxy Statement/Prospectus (as hereinafter defined) as well as any other filings required to be made with the SEC pursuant to the Securities Act or the Exchange Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (civ) the filing of the Articles of Merger and related certificates with the SDAT and the Certificate of Merger with the California Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyCGCL, (dv) the filing of the Bank Merger CertificatesConsents or approvals of, or filings or registrations with, Governmental Entities or third parties, (evi) such filings and approvals as are may be required to be made or obtained under the state blue sky or securities Laws or “Blue Sky” laws of various states in connection with the issuance of shares of Parent Stock pursuant to this Agreement and (vii) such filings as may be required to cause the shares of Parent Common Stock to be issued pursuant this Agreement to this Agreement, (f) approval of be approved for listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)Market, (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely expected to haveresult in, individually or in the aggregate, a Parent Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company of this Agreement or (ii) the consummation of the transactions contemplated herebyEffect.

Consents and Approvals. Except for (a) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCCFRB”) and approval of or non-objection to such applications, filings applications and notices, (b) compliance the filing of applications and notices, as applicable, with any applicable requirements the FDIC and approval of the Exchange Act such applications and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4notices, (c) the filing of the Articles of Merger applications and notices, as applicable, with the SDAT New Jersey Department and the Certificate approval of Merger with the Secretary of State of the State of Texas pursuant to the MGCL such applications and TBOC, respectivelynotices, (d) the filing with the Securities and Exchange Commission (the “SEC”) and declaration of effectiveness of the Bank Merger Certificatesregistration statement on Form S-4 (the “S-4”) in which a proxy statement in definitive form relating to the meeting of NJCB’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and a prospectus with respect to the issuance of the 1st Constitution Common Stock will be included, (e) such filings the approval of this Agreement and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with Merger by the issuance requisite vote of the shares shareholders of Parent Common Stock pursuant to this AgreementNJCB, (f) approval of the listing of such Parent the 1st Constitution Common Stock to be issued in the Merger on the NASDAQ Global Select Market (the “NASDAQ”)Market, (g) the filing of such filings as shall be required to be made with any required applicationsapplicable state securities bureaus or commissions, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvalsauthorizations or approvals as shall be required under the Environmental Laws and (i) such other filings, non-objections, waivers, authorizations, applications, filings authorizations or registrations approvals as may be set forth in Section 3.4 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyNJCB Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “Governmental Entity”) or with any third party are required to be made or obtained by Company or any necessary on behalf of its Subsidiaries NJCB in connection with (i1) the execution and delivery by Company NJCB of this Agreement or and (ii2) the consummation by NJCB of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, the MDOB and the IDF, (ii) the filing of any required applications, filings or notices with the Board SEC of Governors a Proxy Statement-Prospectus in definitive form relating to the meeting of CMYF’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby and of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Registration Statement and Form S-4 in which the Joint Proxy Statement such proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4Registration Statement, (ciii) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas MDOB pursuant to the MGCL MBA and TBOC, respectivelywith the IDF pursuant to the IBA, (div) the filing with The Nasdaq Stock Market LLC of a notification or application of the Bank Merger Certificateslisting of the shares of Purchaser Common Stock to be issued in the Merger, (ev) 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 Purchaser Common Stock pursuant to this Agreement, Agreement and (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (gvi) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other noticesFinancial Industry Regulatory Authority a notification of the Merger, consentsno consents or approvals of, approvals, non-objections, waivers, authorizations, applications, or filings or registrations the failure of which to be obtained with, any Governmental Entity or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) third party are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company Purchaser and Purchaser Bank of this Agreement or (ii) the consummation by Purchaser or Purchaser Bank of the Merger and the other transactions contemplated herebyby this Agreement. As of the date hereof, Purchaser and Purchaser Bank have no Knowledge of any reason pertaining to Purchaser or Purchaser Bank 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 6.2(e).

Consents and Approvals. (a) Except for (ai) the filing of applications, notices and waiver requests, as applicable, as to the Merger and the Bank Merger with the FRB under the BHCA, the FDIC under the Bank Merger Act and the Superintendent of Banks of New York State (the "New York Superintendent"), and approval of the foregoing applications, notices and waiver requests, (ii) the filing of any required applications, filings applications or notices with the Board FDIC and the New York Superintendent as to the subsidiary activities of Governors Skaneateles Bank which become subsidiaries of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) BSB Bank and approval of or non-objection to such applications, filings applications and notices, (biii) compliance the filing with any applicable requirements the Securities and Exchange Commission ("SEC") of a registration statement on Form S-4 to register the shares of BSB Bancorp Common Stock to be issued in connection with the Merger (including the shares of BSB Bancorp Common Stock that may be issued upon the exercise of the Exchange Act options referred to in Section 1.5 hereof), which will include the proxy statement/prospectus to be used in soliciting the approval of SKAN's shareholders at a special meeting to be held in connection with this Agreement and the Securities Acttransactions contemplated hereby (the "Proxy Statement/Prospectus"), including, (iv) the Joint Proxy Statement and Form S-4 in which approval of this Agreement by the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness requisite vote of the Form S-4shareholders of SKAN, (cv) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Delaware pursuant to the MGCL and TBOC, respectivelyDGCL, (dvi) the filing of filings required by the Bank Merger CertificatesAgreement, and (evii) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanySKAN Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “"Governmental Entity”) "), or with any third party are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i1) the execution and delivery by Company SKAN of this Agreement or and the Option Agreement, (ii2) the consummation by SKAN of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Skaneateles Bank of the Bank Merger Agreement, (4) the consummation by SKAN of the Option Agreement; and (5) the consummation by Skaneateles 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 BSB Bancorp to consummate the transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices and notices, as applicable, with the Board NYSE or Nasdaq, (b) the filing of Governors of any required applications, filings and notices, as applicable, with the Federal Reserve System (Board under the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) BHC Act and Bank Merger Act and approval of or non-objection to such applications, filings and notices, (bc) compliance the filing of any required applications, filings and notices, as applicable, with the SEC, and approval of such applications, filings and notices, (d) the filing of any applicable requirements required notices with the OCC, (e) the filing of any required applications, filings and notices, as applicable, with the BFI of the Exchange Act VSCC in connection with the Mergers, and approval of such applications, filings and notices, (f) the filing with the SEC of the Proxy Statement/Prospectus and the Securities Act, including, the Joint Proxy Registration Statement and Form S-4 (in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectusincluded), and the declaration of effectiveness of the Form S-4Registration Statement, (cg) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas VSCC pursuant to the MGCL VSCA, and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (eh) 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 Buyer Common Stock pursuant to this Agreement, (f) Agreement and the approval of the listing of such Parent Buyer Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyNYSE, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company Entity or any of its Subsidiaries third party are necessary in connection with (i) the execution and delivery by Company Buyer of this Agreement or (ii) the consummation by Buyer of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, Xxxxx 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. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, the MDOB and the WDFI, (ii) the filing of any required applications, filings or notices with the Board SEC of Governors a Proxy Statement-Prospectus in definitive form relating to the meeting of the Federal Reserve System (Company’s stockholders to be held in connection with this Agreement and the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office transactions contemplated hereby and of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Registration Statement and Form S-4 in which the Joint Proxy Statement such proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4Registration Statement, (ciii) the filing of the Articles of Merger with the SDAT Montana Secretary pursuant to the MBCA and with Washington Secretary pursuant to the Certificate WBCA, the filing of a certificate for the Bank Merger with the Secretary of State of the State of Texas pursuant to the MGCL MDOB and TBOC, respectively, (d) the filing of a notice for the Bank Merger Certificateswith the WDFI, (eiv) filing with The Nasdaq Stock Market LLC of a notification or application of the listing of the shares of Purchaser Common Stock to be issued in the Merger, (v) 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 Purchaser Common Stock pursuant to this Agreement, and (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (gvi) the filing of any approval by the Company’s stockholders required applicationsto approve the Merger under Washington law, filings no consents or notices with the Federal Home Loan Bank and (h) such other noticesapprovals of, consents, approvals, non-objections, waivers, authorizations, applications, or filings or registrations the failure of which to be obtained with, any Governmental Entity or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) third party are required to be made or obtained by the Company or any of its Subsidiaries 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 herebyby this Agreement, including the Bank Merger. As of the date hereof, the Company has no Knowledge of any reason pertaining to the Company why any of the approvals referred to in this Section 3.2(f) should not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Except for (ai) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System Communications Commission (the “Federal Reserve”"FCC") under the Communications Act of 1934, as amended (the "Communications Act"), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings applications and notices, (bii) compliance the filing with any applicable requirements the SEC of the Exchange Act and the Securities Act, including, the a Joint Proxy Statement in definitive form relating to the Sprint Stockholders Meeting and the Nextel Stockholders Meeting (the "Joint Proxy Statement") and of a registration statement on Form S-4 (the "Form S-4") in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (ciii) such consents, approvals, filings and registrations as are required to be obtained from or made with the SEC in connection with the ILEC Separation, (iv) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDGCL, (dv) any notices or filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (vi) such filings and approvals as are required to be xxxx xx xxxxxxxx xxxer the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Sprint capital stock pursuant to this Agreement, (vii) the filing Sprint Stockholder Approval and Nextel Stockholder Approval, (viii) such filings and approvals as are required to be made or obtained with or from any state public service or public utility commissions or similar state regulatory bodies in connection with the consummation of the Bank Merger Certificatesand the other transactions contemplated by this Agreement or the ILEC Separation, (eix) such filings and approvals as are required to be made or obtained under the securities any foreign antitrust, competition or “Blue Sky” laws of various states similar Laws in connection with the issuance consummation of the shares of Parent Common Stock pursuant to Merger and the other transactions contemplated by this Agreement, and (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (gx) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals listed in Section 3.4 of the Sprint Disclosure Schedule, no consents or non-objections of, waivers approvals of or authorizations by, or applications, filings or registrations with any foreign, federal, state state, local or local courtforeign government, court of competent jurisdiction, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, a “"Governmental Entity”") are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution and delivery by Company Sprint and Merger Sub of this Agreement or and (iiB) the consummation of the Merger and the other transactions contemplated herebyby this Agreement or the ILEC Separation.

Consents and Approvals. Except for (a) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) FRB and approval of or non-objection to such applications, filings applications and notices, (b) compliance the filing of applications and notices, as applicable, with any applicable requirements the FDIC and approval of the Exchange Act such applications and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4notices, (c) the filing of the Articles of Merger applications and notices, as applicable, with the SDAT New Jersey Department and the Certificate approval of Merger with the Secretary of State of the State of Texas pursuant to the MGCL such applications and TBOC, respectivelynotices, (d) the filing of applications and notices, as applicable, with the Bank Merger CertificatesOCC and approval of such applications and notices, (e) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection filing with the issuance SEC of the shares Proxy Statement and the filing of Parent Common Stock pursuant to this Agreementthe S-4 with the SEC and the declaration by the SEC of effectiveness of the S-4, (f) the approval of listing the Parent Shareholder Matters by the requisite vote of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)shareholders of Parent, (g) the filing of any required applications, filings or notices the Certificate of Merger and the Amended and Restated Certificate of Incorporation with the Federal Home Loan Bank and Department of the Treasury of the State of New Jersey pursuant to the BCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (j) such consents, authorizations or approvals as shall be required under the Environmental Laws and (k) such other noticesfilings, consentsauthorizations or approvals as may be set forth in Section 4.4 of the Parent Disclosure Schedule, approvals, non-objections, waivers, authorizations, applications, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party (other than consents or approvals of third parties the failure absence of which to be obtained or made would will not be reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”Parent) are required to be made necessary on behalf of Parent or obtained by Company or any of its Subsidiaries Parent’s Bank in connection with (i1) the execution and delivery by Company Parent of this Agreement or Agreement, (ii2) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the Surface Transportation Board's exemption or approval of the Merger and the Support Agreement and the Canadian Transportation Administration's approval of the Merger (the "REGULATORY APPROVALS"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of the Schedule 14A containing the Proxy Statement (as defined herein), (iii) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Delaware pursuant to the MGCL and TBOC, respectivelyDGCL, (div) the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (v) the Company Stockholder Approval, (vi) the filing with the SEC of the Bank Merger Certificates, (e) such filings and approvals as are required to be made or obtained reports under the securities or “Blue Sky” laws Securities Exchange Act of various states 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with the issuance execution and delivery of this Agreement and the transactions contemplated hereby, (vii) the third party consents set forth on Section 3.4 of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market Company Disclosure Schedule (the “NASDAQ”), (g"THIRD PARTY CONSENTS") the filing of any required applications, filings or notices with the Federal Home Loan Bank and (hviii) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or and registrations the failure of to obtain which to be obtained or made would not be reasonably likely to havecould not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-governmental or regulatory authority or instrumentality (eacheach a "GOVERNMENTAL ENTITY"), a “Governmental Entity”or of or with any Regulatory Agency (as defined in Section 3.5) or other third party, are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company of this Agreement or (ii) and the consummation by Company of the transactions contemplated herebyby this Agreement. To the best knowledge of Company, there is no reason to believe that the Regulatory Approvals and Third Party Consents required to consummate the transactions contemplated by this Agreement (the "REQUISITE APPROVALS") cannot be obtained on a timely basis.

Consents and Approvals. Except for Subject to the terms and conditions of this Agreement, each of the Company, the Stockholders’ Representative, and Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Law to consummate the Contemplated Transactions, including, without limitation, (a) the preparing and filing as promptly as practicable with any Governmental Authority all documentation necessary to effect all filings, notices, petitions, statements, registrations, submissions of any required applicationsinformation, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) applications and approval of or non-objection to such applications, filings and noticesother documents, (b) compliance obtaining and maintaining all approvals, consents, registrations, permits, authorizations, waivers and other confirmations, in each case, required to be made with or obtained from any applicable requirements of Governmental Authority that are necessary, proper or advisable to consummate the Exchange Act and the Securities Act, includingContemplated Transactions (collectively, the Joint Proxy Statement and Form S-4 “Regulatory Approvals”); provided that neither Buyer nor its Affiliates shall have any obligation to make payments to any third party in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4connection with obtaining any Regulatory Approvals, (c) obtaining the filing consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”) under Contracts that are material to the operation of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State business of the State of Texas pursuant to the MGCL Group Companies and TBOCthat require any such consent, respectivelywaiver, (d) the filing of the Bank Merger Certificatesapproval, (e) such filings and approvals as are required to be made order or obtained under the securities or “Blue Sky” laws of various states authorization in connection with the issuance of the shares of Parent Common Stock pursuant Contemplated Transactions, and (d) fulfilling all conditions to this Agreement, Agreement (f) approval of listing of such Parent Common Stock on provided that the NASDAQ Global Select Market (foregoing shall in no event be interpreted to require any party to waive any condition precedent to its obligations to close the “NASDAQ”Contemplated Transactions), (g) . Each party shall use its commercially reasonable efforts to furnish to the filing of other parties all information required for any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission application or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required filing to be made or obtained by Company or pursuant to any of its Subsidiaries applicable Law in connection with the Contemplated Transactions (i) including, without limitation, Buyer furnishing to the execution and delivery Company all information in the possession of or reasonably obtainable by Company Buyer that is required in connection with submissions made to the California Department of this Agreement or (ii) Insurance in order to satisfy the consummation of the transactions contemplated herebycondition set forth in Section 7.2(e)).

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices an application with the Board of Governors of the Federal Reserve System (under the “Federal Reserve”), BHCA and the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and noticesapplication, (b) compliance the filing of an application with any applicable requirements of the Exchange Act New York Banking Department and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration approval of effectiveness of the Form S-4such applications, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDelaware, (d) the filing with the SEC of (i) the Joint Proxy Statement/Prospectus and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Bank Merger CertificatesExchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) the approval of this Agreement by the requisite vote of the stockholders of North Fork and GreenPoint, (f) approval of the listing of North Fork Common Stock to be issued in the Merger on the NYSE, (g) 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 North Fork Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other noticesapplications, consents, approvals, non-objections, waiversfilings, authorizations, approvals and orders as may be required under the laws of any state in respect of GreenPoint’s mortgage business, (i) such filings, authorizations or approvals as may be set forth in Section 4.6 of the North Fork Disclosure Schedule, and (j) such applications, filings or registrations the failure of which filings, authorizations, approvals and orders as may be required to be made with, or obtained or made would not be reasonably likely to havefrom, individually or in the aggregate, a Material Adverse Effect on Companyany Agency, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state Governmental Entity or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) with any third party are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company North Fork of this Agreement or (ii) the consummation by North Fork of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) Subject to the terms and conditions of this Agreement and applicable law, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in this Agreement to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing of any required applications, filings or notices with the Board of Governors Commission of the Federal Reserve System (the “Federal Reserve”)Registration Statement, the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which any necessary amendments or supplements to any of the Joint foregoing; (ii) seeking to have such Proxy Statement will cleared by the Commission and such Registration Statement declared effective by the Commission, in each case as soon as reasonably practicable after filing thereof; (iii) taking such actions as may reasonably be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Sky” blue sky laws of various states in connection with the issuance of transactions contemplated by this Agreement and the shares of Parent Common Stock pursuant other Transaction Documents; (iv) using its best commercially reasonable efforts to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any obtain all required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objectionswaivers, waiverslicenses, permits, authorizations, applicationsregistrations, filings qualifications, or registrations other 57 permissions or actions by, and to give all required notices to and to make all required Filings with and applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the failure of which conditions to each other party's obligation to consummate such transactions to be obtained fully satisfied; (v) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by any Governmental Authority pursuant to the HSR Act and cooperating with each other party in complying with the requirements of the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of any permanent or made would not be reasonably likely to have, individually preliminary injunction or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission restraining order or other governmental, prosecutorial, regulatory, self-regulatory authority similar order issued or instrumentality entered by any court or other Governmental Authority (each, a “Governmental Entity”an "INJUNCTION") are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company of this Agreement or (ii) preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents; (vii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates, and making all applications and filings, as may be necessary or reasonably requested in connection with any of the foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in the preceding sentence, (A) the parties and their respective Affiliates shall not be required to (i) pay any consideration, except filing fees; (ii) surrender, modify or amend in any respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, in each case to the extent that doing so would be adverse or burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with this Agreement, each party shall provide the other parties with drafts thereof and afford the other parties a reasonable opportunity to comment on such drafts.

Consents and Approvals. Except for (a) the filing of any required applicationsthe pre-merger notification report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, filings or notices with the Board of Governors of the Federal Reserve System as amxxxxx (the “Federal Reserve”xxx "XXX XCT"), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance filings with any applicable requirements of the Securities and Exchange Act Commission (the "SEC") as may be required by the Company in connection with this Agreement and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4transactions contemplated by this Agreement, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger and the Amended and Restated Certificate of Incorporation of the Surviving Corporation with the Secretary of State of the State of Texas Delaware pursuant to the MGCL and TBOC, respectivelyDGCL, (d) the filing filings with any court, administrative agency or commission or other governmental, regulatory or self-regulatory authority or instrumentality (each a "GOVERNMENTAL ENTITY") as required under applicable law in each case as set forth in Section 4.5 of the Bank Merger CertificatesCompany Disclosure Schedule, (e) 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 AgreementCompany Stockholder Approval, (f) approval such filings as may be required under the rules and regulations of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), and (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, approvals or filings or registrations the failure of which to be obtained obtain or made make would not be reasonably likely to havenot, individually or in the aggregate, have a Material Adverse Effect on the Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state Governmental Entity or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) third party are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution and delivery by the Company of this Agreement or and (iiB) the consummation by the Company of the transactions contemplated hereby. As of the date hereof, to the Company's Knowledge, there is no reason why the receipt of any such consents or approvals will not be obtained in a customary time frame once complete and appropriate filings have been made by the Company and Parent. For purposes of this Agreement, the "KNOWLEDGE" of any person that is not an individual means, with respect to any matter in question, the actual knowledge of such person's executive officers and other officers having primary responsibility for such matter, in each case based upon reasonable inquiry consistent with such person's title and responsibilities.

Consents and Approvals. Except as specifically set forth in ---------------------- Schedule 3.1(f), neither the Company nor any Subsidiary is required to obtain --------------- any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents including, but not limited to, delivery to the Purchasers of the Convertible Debentures and the Shares (and upon the conversion of the Convertible Debentures and the Shares, the Underlying Shares) and the Warrants (and, upon exercise of the Warrants, the Warrant Shares) in the manner contemplated hereby and by the Registration Rights Agreement free and clear of all Liens and encumbrances of any nature whatsoever, except for (a) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (ci) the filing of the Articles of Merger Series B Designation with respect to the SDAT and the Certificate of Merger Shares with the Secretary of State of the State of Texas pursuant Delaware, which filing shall be effected prior to the MGCL First Tranche Closing Date, and TBOC, respectively, (dii) the filing of the Bank Merger Certificates, registration statements relating to the Underlying Shares and the Warrant Shares contemplated by the Registration Rights Agreement (ethe "Underlying Securities Registration Statement(s)") 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 Commission, which ------------------------------------------------ shall be filed in the shares of Parent Common Stock pursuant to this Agreement, time periods set forth in the Registration Rights Agreement (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices together with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applicationsorders, notices and filings or registrations referred to in Schedule 3.1(f), the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company of this Agreement or (ii) the consummation of the transactions contemplated hereby."Required Approvals"). --------------- ------------------

Consents and Approvals. Except for (ai) the filing of applications 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 and notices, (ii) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) any state banking or insurance authorities and approval of or non-objection to such applications, filings and noticesnotices (the "Other Regulatory Approvals"), (biii) compliance the filing with any applicable requirements of the Exchange Act and the Securities Act, including, and Exchange Commission (the "SEC") of a Joint Proxy Statement in definitive form relating to the meetings of Republic's and Citizens's respective shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the "Joint Proxy Statement") and of a registration statement on Form S-4 (the "Form S-4") in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(e), (civ) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Administrator pursuant to the MGCL and TBOC, respectivelyMBCA, (dv) the filing of the Bank Merger Certificatesany consents, authorizations, approvals, filings or exemptions required under consumer finance, mortgage banking and other similar laws, and (evi) 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 Citizens Common Stock pursuant to this Agreement, (f) Agreement and approval of listing quotation of such Parent Citizens Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyNasdaq, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “"Governmental Entity”") are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the consummation by Republic 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 Republic of this Agreement or (ii) the consummation of the transactions contemplated herebyAgreement.

Consents and Approvals. Except for (a) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCCFRB”) and approval of or non-objection to such applications, filings applications and notices, (b) compliance the filing of applications and notices, as applicable, with any applicable requirements the Department of Banking and the FDIC and approval of such applications and notices, (c) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the Exchange Act Company’s shareholders to be held in connection with this Agreement and the Securities Act, including, transactions contemplated hereby (the Joint “Proxy Statement Statement”) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration (d) the approval of effectiveness this Agreement by the requisite vote of the Form S-4shareholders of the Company, (ce) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Department pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) 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 AgreementBCA, (f) approval of the listing of such the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market (the “NASDAQ”)Nasdaq/NMS, (g) the filing of such filings as shall be required to be made with any required applicationsapplicable state securities bureaus or commissions, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applicationsapprovals or exemptions under the Environmental Laws (as defined in Section 3.17) and (i) such other filings, filings authorizations or registrations approvals as may be set forth in Section 3.4 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyCompany Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “Governmental Entity”) or with any third party are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i1) the execution and delivery by the Company and the Company Bank of this Agreement or Agreement, (ii2) the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and (3) the consummation by the Company Bank of the Bank Merger.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the New York Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the approval of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), and the approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with the Board of Governors FDIC and any other banking authorities listed on Section 3.4 of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office Company Disclosure Schedule or Section 4.4 of the Comptroller of Purchaser Disclosure Schedule and the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (be) compliance the filing with any applicable requirements the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the Exchange Act Company’s stockholders to be held in connection with this Agreement and the Securities Act, includingtransactions contemplated hereby (including any amendments or supplements thereto, the Joint “Proxy Statement 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 Purchaser in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4, (cf) the filing of the Articles applicable Certificates of Merger with the SDAT and the Certificate of Merger with the New York Secretary of State of the State of Texas pursuant to the MGCL NYBCL and TBOCthe Delaware Secretary pursuant to the DGCL, respectively, (d) and the filing of the Bank Merger Certificates, Certificates and (eg) 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 Purchaser Common Stock pursuant to this Agreement, (f) Agreement and the approval of the listing of such Parent Purchaser Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality or SRO (each, each a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries 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 herebyhereby (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. (a) Except for (ai) the required adoption of this Agreement by the shareholders of HNC, (ii) the required adoption of this Agreement by the shareholders of WFB, (iii) the filing of any required applicationsa notice by HNC of the issuance of shares of HNC Common Stock pursuant to this Agreement with Nasdaq, filings or notices (iv) the filing of applications and notices, as applicable, with the Board of Governors of FRB under the BHC Act and the OCC under the National Bank Act and the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) Deposit Insurance Act and approval of or non-objection to such applications, filings applications and notices, ; (bv) compliance the filing with any applicable requirements the SEC in definitive form of the Exchange Act Prospectus/Proxy Statement, and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectusfiling with, and declaration of effectiveness by, the SEC of the Form S-4Registration Statement, (cvi) the filing and acceptance of the Articles of Merger with the SDAT and the Certificate of Merger PDS in accordance with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyBCL, (dvii) any notices or filings under the filing of the Bank Merger CertificatesHSR Act, (eviii) such filings any application, notice or filing with the PDB, (ix) any application, notice or filing with the OTS, (x) any applications, notice or filing and approvals as are required to be made or obtained if required, an effective registration under the various securities or “Blue Sky” blue sky laws of various states those jurisdictions as may be necessary, (xi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the issuance 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 (xii) filings, if any, required as a result of the shares particular status of Parent Common Stock pursuant to this AgreementHNC or WFB, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (hxiii) such other noticesa post-Bank merger notice to the FDIC to be filed by HNC Bank, consentsno consents or approvals of, approvals, non-objections, waivers, authorizations, applications, or filings or registrations the failure of which to be obtained with, any Regulatory Authority or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) third party are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution execution, delivery and delivery performance by Company HNC of this Agreement or and (iiB) the consummation by HNC of the transactions contemplated herebyMerger and HNC Bank of the Bank Merger.

Consents and Approvals. Except for (a) the filing of any required applications, filings or and notices with the Board Nasdaq Stock Exchange, (b) the filing of Governors of the Federal Reserve System (the “Federal Reserve”)applications, the FDICfilings and notices, the Texas Department of Bankingas applicable, the Office of the Comptroller of the Currency (the “OCC”) with any Governmental Entity and approval of or non-objection to such applications, filings and notices, including the Requisite Regulatory Approvals, (bc) compliance the filing with any applicable requirements the SEC of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form 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 Form S-4, (cd) the filing of the Maryland Articles of Merger with the SDAT Maryland Secretary pursuant to the MGCL and the Delaware Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the MGCL DGCL, and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) 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, Agreement and (f) the approval of the listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyNasdaq Stock Exchange, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company Parent of this Agreement or Agreement, (ii) the consummation by Parent of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger), (iii) the execution and delivery by the Parent Bank of the Bank Merger Agreement or (iv) the consummation by the Parent Bank of the Bank Merger. As of the date hereof, Parent is not aware of any reason why the necessary approvals and consents from the applicable Governmental Entities will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Except for (ai) the filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications, filings applications or notices with the Board any state or foreign agencies of Governors competent jurisdiction and approval of the Federal Reserve System such applications and notices (the “Federal ReserveOther Approvals”), (iii) the FDICfiling with the SEC of a proxy statement relating to the matters to be submitted to the TEPPCO Unitholders at the TEPPCO Unitholder Meeting and a registration statement on Form S-4 with respect to the issuance of Enterprise Units in the TEPPCO Merger (such Form S-4, and any amendments or supplements thereto, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act Form S-4,” and the Securities Act, including, the Joint Proxy Statement and Form S-4 proxy statement/prospectus included in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”), (civ) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDelaware, (dv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the filing rules of the Bank Merger CertificatesNYSE, (evi) such filings and approvals as are may be 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 Enterprise Units pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (gvii) the filing of any required applicationsa notification with the FTC at least thirty (30) days prior to the Closing pursuant to Paragraph VII of the Decision and Order (the consents, authorizations, approvals, filings and registration required under or notices with in relation to the Federal Home Loan Bank foregoing clauses (i) through (vii) being referred to as “Necessary Consents”), and (hviii) such other noticesconsents, consentsauthorizations, approvals, non-objections, waivers, authorizations, applications, filings or and registrations the failure of which to be obtained obtain or made make would not be reasonably likely to havenot, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Companythe TEPPCO Entities and the TEPPCO Subsidiaries, taken as a whole, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i1) the execution and delivery by Company the TEPPCO Entities of this Agreement or and (ii2) the consummation by the TEPPCO Entities of the transactions contemplated herebyby this Agreement.

Consents and Approvals. (a) Except for (ai) the filing of any required applicationsapplications and notices, filings or notices as applicable, as to the Merger and the Bank Merger with the Board of Governors of OTS under the Federal Reserve System (HOLA and the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) Bank Merger Act and approval of or non-objection to such applications, filings applications and notices, (bii) compliance the filing with any applicable requirements the SEC of a registration statement on Form S-4 to register the shares of Xxxxxxx Common Stock to be issued in connection with the Merger (including the shares of Xxxxxxx Common Stock that may be issued upon the exercise of the Exchange Act options referred to in Section 1.6 hereof), which will include the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") to be used in soliciting the requisite approvals of Xxxxxxx stockholders and Eagle stockholders at special meetings of such stockholders (the "Eagle Meeting" and the Securities Act"Xxxxxxx Meeting," respectively) to be held in connection with this Agreement and the transactions contemplated hereby, including, (iii) the Joint Proxy Statement and Form S-4 in which approval of this Agreement by the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness requisite vote of the Form S-4stockholders of Eagle and the requisite approval, if any, of Eagle stockholders in connection with the Option Agreement pursuant to the Eagle Restated Certificate of Incorporation, (civ) the approval of this Agreement by the requisite vote of the stockholders of Xxxxxxx, (v) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Delaware pursuant to the MGCL DGCL and TBOC, respectively, (dvi) the filing of the Bank Merger Certificates, (e) 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 Bank Merger Agreement and the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyMerger, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “"Governmental Entity”) "), or with any third party are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i1) the execution and delivery by Company Eagle of this Agreement or and the Option Agreement, (ii2) the consummation by Eagle of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Eagle Bank of the Bank Merger Agreement, (4) the consummation by Eagle of transactions contemplated by the Option Agreement; and (5) the performance by Eagle Bank of the Bank Merger Agreement 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 Xxxxxxx to consummate the transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) FDIC and approval of or non-objection to such applications, filings applications and notices, (b) compliance the filing of applications and notices, as applicable, with any applicable requirements of the Exchange Act New Jersey Department and the Securities Act, including, the Joint Proxy Statement New York Department and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, approval of such applications and declaration of effectiveness of the Form S-4notices, (c) the filing of the Articles of Merger applications and waiver requests, as applicable, with the SDAT FRB, (d) the filing with the Securities and Exchange Commission (“SEC”) and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement for the meeting of shareholders of Greater Xxxxxx to vote upon the Merger will be included as a proxy statement and prospectus (the “Proxy Statement”), (e) the approval of the Greater Xxxxxx Shareholder Matters by the requisite vote of the shareholders of Greater Xxxxxx, (f) the filing of the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyNew Jersey Department, (d) the filing of the Bank Merger Certificates, (e) 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, (fg) approval of the listing of such Parent the ConnectOne Common Stock to be issued in the Merger on the NASDAQ Global Select Market (the “NASDAQ”)Market, (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other noticesfilings as shall be required to be made with any applicable state securities bureaus or commissions, (i) such consents, approvalsauthorizations or approvals as shall be required under the Environmental Laws and (j) such other filings, non-objections, waivers, authorizations, applications, filings authorizations or registrations approvals as may be set forth in Section 3.4 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyGreater Xxxxxx Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “Governmental Entity”) are required to be made or obtained by Company with any third party (other than consents or any approvals of third parties the absence of which will not have a Material Adverse Effect on Greater Xxxxxx and its Subsidiaries taken as a whole) are necessary on behalf of Greater Xxxxxx in connection with (i1) the execution and delivery by Company Greater Xxxxxx of this Agreement or and (ii2) the consummation by Greater Xxxxxx of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices an application with the Board of Governors of the Federal Reserve System (under the “Federal Reserve”), BHCA and the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and noticesapplication, (b) compliance the filing of an application with any applicable requirements of the Exchange Act New York Banking Department and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration approval of effectiveness of the Form S-4such applications, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDelaware, (d) the filing with the SEC of (i) the Joint Proxy Statement/Prospectus and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Bank Merger CertificatesExchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) the approval of this Agreement by the requisite vote of the stockholders of North Fork and GreenPoint, (f) approval of the listing of North Fork Common Stock to be issued in the Merger on the NYSE, (g) 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 North Fork Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other noticesapplications, consents, approvals, non-objections, waiversfilings, authorizations, approvals and orders as may be required under the laws of any state in respect of GreenPoint's mortgage business, (i) such filings, authorizations or approvals as may be set forth in Section 4.6 of the North Fork Disclosure Schedule, and (j) such applications, filings or registrations the failure of which filings, authorizations, approvals and orders as may be required to be made with, or obtained or made would not be reasonably likely to havefrom, individually or in the aggregate, a Material Adverse Effect on Companyany Agency, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state Governmental Entity or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) with any third party are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company North Fork of this Agreement or (ii) the consummation by North Fork of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with the Board of Governors Each of the Federal Reserve System Company, Parent and Purchaser shall use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any applicable Law or otherwise to consummate and make effective the “Federal Reserve”)Transactions as promptly as practicable, but in no event later than the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and noticesOutside Date, (bii) compliance with obtain from any applicable requirements of the Exchange Act and the Securities ActGovernmental Entities any consents, includinglicenses, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectuspermits, and declaration of effectiveness of the Form S-4waivers, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) 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, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consentsclearances, approvals, non-objections, waivers, authorizations, applicationswaiting period expirations or terminations, filings or registrations the failure of which orders required to be obtained or made would not by Parent, Purchaser or the Company or any of their respective Subsidiaries, or avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act and any other antitrust or competition Law or regulation) (the “Required Governmental Approvals”), in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, (iii) make or cause to be reasonably likely made as promptly as practicable (and with respect to have, individually or in the aggregate, a Material Adverse Effect on CompanyHSR Act, no notices to, consents later than ten (10) business days after the date of this Agreement) the applications or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made by Parent, Purchaser or obtained by the Company or any of its their respective Subsidiaries under or with respect to the HSR Act, any other applicable Required Governmental Approvals or any other applicable Laws in connection with (i) the authorization, execution and delivery by Company of this Agreement or (ii) and the consummation of the transactions contemplated herebyTransactions, (iv) comply at the earliest practicable date with any request under or with respect to the HSR Act, any other Required Governmental Approvals and any such other applicable Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in connection with such applications or filings or the Transactions, and (v) coordinate and cooperate with, and give due consideration to all reasonable additions, deletions or changes suggested by, the other party in connection with, making (A) any filing under or with respect to the HSR Act, any other Required Governmental Approvals or any such other applicable Laws and (B) any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Entity. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, Parent and its Subsidiaries shall commit to any and all divestitures, licenses or hold separate or similar arrangements with respect to its assets or conduct of business arrangements as a condition to obtaining any and all approvals from any Governmental Entity for any reason in order to satisfy the HSR Condition and obtain any other Required Governmental Approvals, as promptly as reasonably practicable, but in no event later than the Outside Date, including taking any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Law or regulation, would preclude satisfaction of the Offer Conditions by the Outside Date. The Company shall agree if, but solely if, requested by Parent, to divest, hold separate or otherwise take or commit to take any action with respect to the businesses, services, or assets of the Company in furtherance of this Section 6.3; provided, however, that any such action may be conditioned upon consummation of the Merger.

Consents and Approvals. Except for (ai) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”)FRB, the FDIC, the Texas Department of BankingMCB and the GDBF, with respect to the Office of Merger and the Comptroller of the Currency (the “OCC”) Bank Merger, as applicable, and approval of or non-objection to such applications, filings applications and notices, (bii) the Other Regulatory Approvals, (iii) the filing with the SEC of the Form S-4 (which shall include the Approval Document/Prospectus) and declaration of effectiveness of the Form S-4 by the SEC, (iv) compliance with any the applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) 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 Buyer Common Stock constituting a portion of the Merger Consideration pursuant to this Agreement, and (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (gv) the filing of any required applications, filings or notices the Articles of Merger with the Federal Home Loan Georgia Secretary pursuant to the GBCC, the filing of the Articles of Merger with the Mississippi Secretary pursuant to the MBCA and the filing of the Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyMerger Certificates, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state Governmental Entity or local court, administrative agency, arbitrator Regulatory Agency are necessary by Seller or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries Seller Bank in connection with (iA) the execution and delivery by Company Seller and Seller Bank of this Agreement or (iiB) the consummation by Seller or any of its Subsidiaries, as applicable, of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). Except for any consents, authorizations, or approvals which are listed in Sections 4.3 or 4.4 of the Seller Disclosure Schedule, receipt of the Requisite Seller Approval and adoption and approval of the Bank Merger by Seller as the sole shareholder of Seller Bank, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary by Seller or Seller Bank in connection with (x) the execution and delivery by Seller and Seller Bank of this Agreement or (y) the consummation by Seller or any of its Subsidiaries, as applicable, of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Seller has no knowledge of any reason why the necessary regulatory approvals and consents will not be received to permit consummation of the Merger, the Bank Merger and the other transactions contemplated herein on a timely basis.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices an application with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), ) under the FDIC, BHCA and the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and noticesapplication, (b) compliance the filing of an application with any applicable requirements of the Exchange Act New York State Banking Department (the “New York Banking Department”) and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration approval of effectiveness of the Form S-4such applications, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDelaware, (d) the filing with the Securities and Exchange Commission (the “SEC”) of (i) the Joint Proxy Statement/Prospectus (as defined in Section 6.1 hereof) and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Bank Merger CertificatesSecurities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) the approval of this Agreement by the requisite vote of the stockholders of GreenPoint and North Fork, (f) approval of the listing of North Fork Common Stock to be issued in the Merger on the NYSE, (g) 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 North Fork Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other noticesfilings, consentsauthorizations or approvals as may be set forth in Section 3.6 of the GreenPoint Disclosure Schedule, approvals(i) such applications, non-objections, waiversfilings, authorizations, approvals and orders as may be required under the laws of any state in respect of GreenPoint’s mortgage business, and (j) such applications, filings or registrations the failure of which filings, authorizations, approvals and orders as may be required to be made with, or obtained or made would not be reasonably likely to havefrom, individually or any Agency (as such term is defined in the aggregate, a Material Adverse Effect on CompanySection 3.24(e)), no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmentalgovernmental or regulatory authority, prosecutorial, regulatory, self-regulatory authority or instrumentality including any Regulatory Agency (each, as defined in Section 3.7(a) hereof) (each a “Governmental Entity”) or with any third party are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company GreenPoint of this Agreement or (ii) the consummation by GreenPoint of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of any required applicationsAll authorizations, consents, waivers, approvals, orders, registrations, qualifications, designations, declarations, filings or notices other action required with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with from any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) 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, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local courtGovernmental Entity or third party (including, administrative agencywithout limitation, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”all parties to each of the Assumed Contracts) are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution execution, delivery and delivery by Company performance of this Agreement or (ii) and the consummation of the transactions contemplated herebyhereby shall have been duly obtained and shall be reasonably satisfactory to Purchaser and its counsel, and copies thereof shall have been delivered to the Purchaser no later than three (3) days prior to the Closing. No such consent or approval (a)Eshall be conditioned on the modification, cancellation or termination of any Assumed Contract, or (b)Eshall impose on Purchaser any material condition or provision or requirement with respect to the Business or its operation, as currently conducted by Seller, that is more restrictive than or different from the conditions imposed upon such operation prior to Closing, unless Purchaser gives its prior written approval. With respect to any Assumed Contract, the assignment of which by its terms requires prior consent of the parties thereto, if such consent is not obtained prior to the Closing Date, Seller may satisfy this condition by delivering to Purchaser written documentation setting forth arrangements for the transfer of the economic benefits of such Assumed Contract(s) to Purchaser as of the Closing Date under terms and conditions reasonably acceptable to Purchaser. Notwithstanding anything to the contrary contained in this Section 3.8, if Seller is unable to deliver to Purchaser prior to the Closing Date a consent to the assignment of any of the Assumed Contracts that Purchaser deems to be material to the Business and has listed on Schedule 3.8 hereto (the "Material Assumed Contracts"), then this Section 3.8 shall not be deemed to be satisfied and Purchaser shall have the right to terminate this Agreement in accordance with Section 10.1 hereof.

Consents and Approvals. Except for (ai) the filing of any required applications, filings, waiver requests and notices, as applicable, with the Nasdaq, and approval of such applications, filings, waiver requests and notices, (ii) the filing of applications, filings or notices and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCCReserve Board”) under the BHC Act and approval of or non-objection to such applications, filings and notices, (biii) compliance the filing of applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions (the “TDFI”), the North Carolina Commissioner of Banks (the “Commissioner”), and the FDIC, if applicable, and approval of such applications, filings and notices, (iv) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of TriSummit’s shareholders to be held in connection with this Agreement (including any applicable requirements amendments or supplements thereto, the “Proxy Statement”), and of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and 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 HomeTrust in connection with the transactions contemplated by this Agreement (the “Form S-4”) and declaration of effectiveness of the Form S-4, (cv) the filing of the Articles of Merger with the SDAT Department and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, and (evii) 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 HomeTrust Common Stock pursuant to this Agreement, (f) Agreement and the approval of the listing of such Parent HomeTrust Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyNasdaq, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality or SRO (each, as defined in Section 3.5) (each a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution and delivery by Company TriSummit of this Agreement or (iiB) the consummation by TriSummit of the transactions contemplated herebyMerger or the consummation by TriSummit Bank of the Bank Merger. As of the date hereof, TriSummit 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. Except for (a) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCCFRB”) and approval of or non-objection to such applications, filings applications and notices, (b) compliance the filing of applications and notices, as applicable, with any applicable requirements the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the OCC and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Exchange Act Company’s shareholders and Parent’s shareholders to be held in connection with this Agreement and the Securities Act, including, transactions contemplated hereby (the Joint “Proxy Statement Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) 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, (f) the approval of listing the Company Shareholder Matters by the requisite vote of such Parent Common Stock on the NASDAQ Global Select Market (shareholders of the “NASDAQ”)Company, (g) the filing of any required applications, filings or notices the Certificate of Merger and the Amended and Restated Certificate of Incorporation with the Federal Home Loan Bank and Department of the Treasury of the State of New Jersey pursuant to the BCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (j) such consents, authorizations or approvals as shall be required under the Environmental Laws and (k) such other noticesfilings, consents, approvals, non-objections, waivers, authorizations, applications, filings authorizations or registrations approvals as may be set forth in Section 3.4 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyCompany Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “Governmental Entity”) or with any third party (other than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on the Company) are required to be made or obtained by necessary on behalf of the Company or any of its Subsidiaries the Company’s Bank in connection with (i1) the execution and delivery by the Company of this Agreement or Agreement, (ii2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the -15- Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, the MDOB and the IDF, (ii) the filing of any required applications, filings or notices with the Board SEC of Governors a Proxy Statement-Prospectus in definitive form relating to the meeting of CMYF’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby and of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Registration Statement and Form S-4 in which the Joint Proxy Statement such proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4Registration Statement, (ciii) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas MDOB pursuant to the MGCL MBA and TBOC, respectivelywith the IDF pursuant to the IBA, (div) the filing with The Nasdaq Stock Market LLC of a notification or application of the Bank Merger Certificateslisting of the shares of Purchaser Common Stock to be issued in the Merger, (ev) 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 Purchaser Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (gvi) the filing of any required applications, filings or notices with the Federal Home Loan Bank Financial Industry Regulatory Authority of a notification on the Merger, and (hvii) such other noticesthe approval by CMYF's stockholders required to approve the Merger under Idaho law, consentsno consents or approvals of, approvals, non-objections, waivers, authorizations, applications, or filings or registrations the failure of which to be obtained with, any Governmental Entity or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) third party are required to be made or obtained by Company or any of its Subsidiaries CMYF in connection with (i) the execution and delivery by Company CMYF of this Agreement or (ii) the consummation by CMYF of the Merger and the other transactions contemplated herebyby this Agreement. As of the date hereof, CMYF has no Knowledge of any reason pertaining to CMYF why any of the approvals referred to in this Section 3.2(f) should not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, the FDIC and the NJ Department, (ii) the filing of any required applications, filings or notices with the Board SEC of Governors a Proxy Statement-Prospectus in definitive form relating to the meeting of the Federal Reserve System (Company’s stockholders to be held in connection with this Agreement and the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office transactions contemplated hereby and of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Registration Statement and Form S-4 in which the Joint Proxy Statement such proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4Registration Statement, (ciii) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Maryland Department pursuant to the MGCL and TBOC, respectively, (d) the filing of a certificate for the Bank Merger Certificateswith the NJ Department, (eiv) filing with The Nasdaq Stock Market LLC of a notification of the listing of the shares of Purchaser Common Stock to be issued in the Merger, and (v) 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 Purchaser Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)no consents or approvals of, (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained with, any Governmental Entity or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) third party are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company Purchaser of this Agreement or (ii) the consummation by Purchaser of the Merger and the other transactions contemplated herebyby this Agreement, including the Bank Merger. As of the date hereof, Purchaser has no Knowledge of any reason pertaining to Purchaser 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 6.2(e).

Consents and Approvals. Except No consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their properties (each, an “Applicable Consent”) is required for the execution and delivery by the Company and, to the extent relevant, its Subsidiaries of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, its Subsidiaries with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) the filing of any required applications, filings or notices with the Board of Governors entry of the Federal Reserve System (Approval Order authorizing the “Federal Reserve”), Company to assume this Agreement and perform the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and noticesBCA Approval Obligations, (b) compliance with the entry by the Bankruptcy Court, or any applicable requirements other court of competent jurisdiction, of orders as may be necessary in the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4Chapter 11 Cases from time-to-time, (c) the filing entry of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyConfirmation Order, (d) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the filing of the Bank Merger Certificatestransactions contemplated by this Agreement, (e) such filings and approvals consents, approvals, authorizations, registrations or qualifications as are may be required to be made or obtained under the state securities or “Blue Sky” laws of various states Laws in connection with the purchase of the Unsubscribed Shares by the Commitment Parties, the issuance of the shares Subscription Rights, the issuance of Parent the Rights Offering Shares pursuant to the exercise of the Subscription Rights, the issuance of New Common Stock pursuant to this Agreementas payment of the Commitment Premium, and (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)any Applicable Consents that, (g) the filing of any required applicationsif not made or obtained, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which would not reasonably be expected to be obtained or made would not be reasonably likely material to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company or any of and its Subsidiaries in connection with (i) the execution and delivery by Company of this Agreement or (ii) the consummation of the transactions contemplated herebytaken as a whole.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Delaware pursuant to the MGCL Act, (b) the filing of an amendment to the Company Charter to effect the Reverse Split, (b) compliance with any applicable requirements of the HSR Act and TBOCany other Laws analogous to the HSR Act existing in foreign jurisdictions (together with the HSR Act, respectively“Antitrust Laws”), (c) the filing with the SEC of a proxy statement relating to the Stockholders Meeting (the “Proxy Statement”), and filings required by the applicable requirements of the Securities Act or Exchange Act, (d) such filings with and approvals of The NASDAQ Stock Market, LLC (“NASDAQ”) to permit the filing shares of Company Common Stock that are to be issued in the Bank Merger Certificatesto be listed and issued on NASDAQ, (e) receipt of such consents from, or registrations, declarations, notices or filings made to or with State PSCs as are required in order to effect the transfer of control of the Company Licenses or as are otherwise necessary to consummate the Merger and approvals other Transactions, including the Financing (the “Company State Approvals”), and (f) receipt of such consents from, or registrations, declarations, notices or filings made to or with the FCC as are required to be made or obtained under in order to effect the securities or “Blue Sky” laws transfer of various states in connection with the issuance control of the shares of Parent Common Stock pursuant Company Licenses or as are otherwise necessary to this Agreementconsummate the Transactions, (f) approval of listing of such Parent Common Stock on including the NASDAQ Global Select Market Financing (the “NASDAQCompany FCC Approval”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with or notifications to any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by the Company or Merger Sub of this Agreement or and (ii) the consummation by the Company or Merger Sub of the transactions contemplated herebyTransactions except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Consents and Approvals. Except for (a) Other than the filing of any required applications, filings or notices a Current Report on Form 8-K with the Board of Governors of the Federal Reserve System Securities and Exchange Commission (the “Federal ReserveSEC”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and no notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Actreports, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) such registrations or other filings and approvals as are required to be made by the Company with, nor are any consents, approvals or authorizations required to be obtained by the Company from any Governmental Authority or any other person under any contract, agreement or other obligation to which the securities Company is party or “Blue Sky” laws of various states by which its assets are bound, in connection with the issuance valid execution, delivery or performance of this Agreement and all other agreements and instruments contemplated hereby by the Company or the consummation by the Company of the shares of Parent Common Stock pursuant to transactions contemplated by this AgreementAgreement and all other agreements and instruments contemplated hereby that has not already been obtained in each case except for such notices, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)reports, (g) the filing of any required applications, registrations and other filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings approvals or registrations authorizations the failure of which to be obtained make or made would not be reasonably likely to haveobtain, individually or in the aggregate, are not material to the Company’s ability to perform its obligations hereunder and would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Company, no notices toits assets, consents properties, liabilities or approvals condition (financial or non-objections ofotherwise). Notwithstanding the generality of the foregoing, waivers or authorizations bythe Company’s grant to Investors of the rights set forth in Article 4 do not, or applicationsand, if exercised by Investors in accordance with their terms immediately following the date hereof (assuming such rights were then exercisable) would not, require any such notices, filings or registrations consents with or from any foreignGovernmental Authority (other than the filing of a Current Report on Form 8-K with the SEC), federalthe Company’s Board of Directors, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by any stockholder of the Company or any of its Subsidiaries in connection with other person, or under the B-123 Certificate or the B-4 Certificate (i) it being understood that the execution and delivery by Company of this Agreement or (ii) is not representing that the consummation exercise of the transactions contemplated herebyrights set forth in Article 4 would not result, directly or indirectly, in a Noncompliance Event (as defined in the B-123 Certificate or the B-4 Certificate, as applicable) under the B-123 Certificate or the B-4 Certificate, as applicable).

Consents and Approvals. Except for (a) Subject to Section 6.2(b) and Section 6.2(c) and the filing terms and conditions set forth in this Agreement, each of any required applicationsParent, filings or notices Merger Sub and the Company shall cooperate with the Board other and use, and shall cause each of Governors of its respective Subsidiaries to use, their respective best efforts to (i) prepare and file as promptly as practicable, and in any event within the Federal Reserve System time prescribed by any Applicable Law or Competition Law, all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from, or renewed with, any Governmental Entity (including the “Federal Reserve”Consents and Approvals), in each case in order to consummate as promptly as practicable the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and noticestransactions contemplated by this Agreement, (bii) compliance with furnish as promptly as practicable all information to any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will Governmental Entity as may be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) required by such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states Governmental Entity in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank foregoing and (hiii) such other noticesobtain all consents, consentsregistrations, approvals, non-objectionspermits and authorizations necessary, waivers, authorizations, applications, filings proper or registrations the failure of which advisable to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations byfrom, or applicationsrenewed with, filings or registrations with any foreignother Person (including the Consents and Approvals), federalin each case in order to consummate as promptly as practicable the transactions contemplated by this Agreement; provided that under no circumstances shall Parent, state or local courtMerger Sub, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by the Company or any of its Subsidiaries be required to make any payment to any Person to secure such Person’s consent (other than filing fees to be paid in connection with any filings as set forth in Section 6.2(b) below); provided, further, that, for the avoidance of doubt, the failure to obtain any of the consents, registrations, approvals, permits or authorizations referenced above (other than any approvals, authorizations, consents or waivers required pursuant to Section 3.1(a) herein) shall not be a condition to the obligation of either Party to consummate the transactions contemplated by this Agreement. None of Parent, Merger Sub or the Company shall, and Parent, Merger Sub and the Company shall cause their respective Subsidiaries not to, take or cause to be taken any action that they are aware or should reasonably be aware would have the effect of delaying, impairing or impeding in any material respect the receipt or making of any such required authorizations, consents, orders, approvals or filings. Notwithstanding the foregoing and without limiting the generality thereof, the Parties shall (i) prepare and file a notification with respect to the execution and delivery transactions contemplated by Company of this Agreement or pursuant to the HSR Act with the Federal Trade Commission and the Antitrust Division of the Department of Justice within ten (10) Business Days from the date hereof, (ii) seek early termination of any waiting periods under the consummation of HSR Act and (iii) prepare and file a notification with respect to the transactions contemplated herebyby this Agreement pursuant to the Competition Act with the Brazilian Counsel for Economic Defence within fifteen (15) business days (as defined under Applicable Law) from the date hereof. In addition, Parent shall (i) prepare and file a notification with respect to the transactions contemplated by this Agreement pursuant to the relevant competition laws and regulations of Ukraine with the Anti-Monopoly Committee of Ukraine no later than October 14, 2011 and (ii) prepare and file a notification with respect to the transaction contemplated by this Agreement pursuant to the Russian Law on Protection of Competition with the Federal Antimonopoly Service no later than October 14, 2011. Parent shall promptly provide such other information to any Governmental Entity as such Governmental Entity may reasonably request in connection with the satisfaction of any condition set forth in Section 3.1.

Consents and Approvals. Except for (a) Subject to Section 6.2(b) and Section 6.2(c) and the filing terms and conditions set forth in this Agreement, each of any required applicationsParent, filings or notices Merger Sub and the Company shall cooperate with the Board other and use, and shall cause each of Governors of its respective Subsidiaries to use, their respective reasonable best efforts to (i) prepare and file as promptly as practicable, and in any event within the Federal Reserve System time prescribed by any Applicable Law or Competition Law, all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from, or renewed with, any Governmental Entity (including the “Federal Reserve”Consents and Approvals), in each case in order to consummate as promptly as practicable the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and noticestransactions contemplated by this Agreement, (bii) compliance with furnish as promptly as practicable all information to any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will Governmental Entity as may be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) required by such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states Governmental Entity in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank foregoing and (hiii) such other noticesobtain all consents, consentsregistrations, approvals, non-objectionspermits and authorizations necessary, waivers, authorizations, applications, filings proper or registrations the failure of which advisable to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations byfrom, or applicationsrenewed with, filings or registrations with any foreignother Person (including the Consents and Approvals), federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required in each case in order to be made or obtained consummate as promptly as practicable the transactions contemplated by this Agreement; provided that under no circumstances shall the Company or any of its Subsidiaries in connection with be required to make any payment to any Person to secure such Person’s consent; provided, further, that, for the avoidance of doubt, the failure to obtain any of the consents, registrations, approvals, permits or authorizations referenced above (iother than any approvals or events required pursuant to Section 3.1(a) and Section 3.1(c) herein) shall not constitute the failure to satisfy a condition to the obligation of either Party to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing and without limiting the generality thereof, (x) the execution Parties shall (A) prepare and delivery file a notification with respect to the transactions contemplated by Company of this Agreement pursuant to the HSR Act with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) within ten (10) Business Days from the date hereof, (B) seek early termination of any waiting periods under the HSR Act, (C) to the extent required by Applicable Law or (ii) pursuant to an investment advisory agreement of the consummation Company or any of its Subsidiaries, inform each Advisory Client in writing of the transactions contemplated herebyby this Agreement by sending such Advisory Client a notice thereof, and use reasonable best efforts to seek such Advisory Client’s consent to the continuation of its investment advisory agreement with the Company or any of its Subsidiaries; provided, however, that, to the extent consistent with Applicable Law or SEC pronouncements or unless affirmative consent is required by the applicable agreement, such consent may take the form of a so-called implied or negative consent, and (D) use reasonable best efforts to obtain the approvals, consents and make the filings with, and provide the notices to, any Governmental Entity as set forth in Schedule 6.2(a), and (y) the Company shall make or cause to be made for each Subsidiary of the Company that is a Broker-Dealer an application to FINRA for approval of a change in control or ownership pursuant to FINRA (NASD) Rule 1017(a)(4). The Parties acknowledge and agree that notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated prior to the Closing to make or cause to be made for any Subsidiary of the Company that is a Broker-Dealer an application to FINRA for approval of a material change in business pursuant to FINRA (NASD) Rule 1017(a)(5).

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with the Bank Regulators as required by applicable law in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (ii) the filing of any required applications, filings or notices notices, as applicable, with the Board of Governors of the Federal Reserve System Financial Industry Regulatory Authority (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCCFINRA”) and the approval of or non-objection to such applications, filings and notices, (biii) compliance the filing with the SEC of a proxy statement and prospectus in definitive form relating to the meeting of Covenant’s shareholders to be held in connection with this Agreement, the offering of C&N’s common stock in the Merger and the other transactions contemplated hereby (including any applicable requirements amendments or supplements thereto, the “Proxy Statement/Prospectus”), and of the Exchange Act and the Securities Act, including, the Joint Proxy Registration Statement and on Form S-4 in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectusincluded, to be filed with the SEC by C&N in connection with the transactions contemplated by this Agreement (the “Registration Statement”) and declaration of effectiveness of the Form S-4Registration Statement, (civ) the filing of the Articles of Merger with the SDAT Filing Offices and the Certificate of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (ev) 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 C&N Common Stock pursuant to this Agreement, (f) Agreement and the approval of the listing of such Parent C&N Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyMarket, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state court or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality or SRO (each, each a “Governmental Entity”) are required to be made or obtained necessary by Company or any of its Subsidiaries Covenant in connection with (iA) the execution and delivery by Company Covenant of this Agreement or (iiB) the consummation by Covenant of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, Covenant is not aware of any reason why the Requisite Regulatory Approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (ai) the filing of any required applicationsapplications and notices, filings or notices as applicable, with the Board of Governors of FCC under the Federal Reserve System (the “Federal Reserve”)Communications Act, the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings applications and notices, (bii) compliance the filing with any applicable requirements the SEC of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and the Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (ciii) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDGCL, (div) any notices or filings under the filing of the Bank Merger CertificatesHSR Act, (ev) 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 Sprint capital stock pursuant to this Agreement, (fvi) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)Nextel Stockholder Approval and Sprint Stockholder Approval, (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (hvii) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or and approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) as are required to be made or obtained with or from any state public service or public utility commissions or similar state regulatory bodies in connection with the consummation of the Merger and the other transactions contemplated by Company this Agreement, (viii) such filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of its Subsidiaries the Merger and the other transactions contemplated by this Agreement, and (ix) the consents or approvals listed in Section 4.4 of the Nextel Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (iA) the execution and delivery by Company Nextel of this Agreement or and (iiB) the consummation of the Merger and the other transactions contemplated herebyby this Agreement.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices an application with the Board of Governors of the Federal Reserve System (the “"Federal Reserve”)Reserve Board") under the Bank Holding Company Act of 1956, the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency as amended (the “OCC”"BHC Act") and approval of or non-objection to such applications, filings and noticesapplication, (b) compliance the filing of applications with any applicable requirements of the Exchange Federal Deposit Insurance Corporation ("FDIC") under the Bank Merger Act and the Securities Act, including, the Joint Proxy Statement Federal Deposit Insurance Act and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration approval of effectiveness of the Form S-4such applications, (c) the filing of the Articles of Merger applications with the SDAT New York State Banking Department (the "Banking Department") and the Certificate approval of Merger with the Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelysuch applications, (d) the filing with the FDIC of a proxy statement in definitive form relating to the meeting of the Bank Company's stockholders to be held in connection with the Merger CertificatesDocuments and the transactions contemplated hereby and thereby (the "Proxy Statement"), (e) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws approval of various states in connection with this Agreement by the issuance requisite vote of the shares stockholders of Parent Common Stock pursuant to this Agreementthe Company, (f) approval the filing of listing the Plan of such Parent Common Stock on Merger with the NASDAQ Global Select Market (Superintendent pursuant to the “NASDAQ”)N.Y.B.L., (g) the filing of any required applications, filings a notice or notices application with the Federal Home Loan Bank National Association of Securities Dealers (the "NASD") and the approval or lack of disapproval of such notice or application or (h) the filing of a notice or application with the Cayman Islands banking authorities and the approval or lack of disapproval of such other noticesnotice or application and (i) such filings, consents, approvals, non-objections, waivers, authorizations, applications, filings authorizations or registrations approvals as may be set forth in Section 4.4 of the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyCompany Disclosure Schedule, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality (each, each a “"Governmental Entity”") or with any third party are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by the Company of this Agreement the Merger Documents or (ii) the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and thereby.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices and notices, as applicable, with the Board NYSE or Nasdaq, (b) the filing of Governors of any required applications, filings and notices, as applicable, with the Federal Reserve System (Board under the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) BHC Act and Bank Merger Act and approval of or non-objection to such applications, filings and notices, (bc) compliance the filing of any required applications, filings and notices, as applicable, with the SEC, and approval of such applications, filings and notices, (d) the filing of any applicable requirements required notices with the OCC, (e) the filing of any required applications, filings and notices, as applicable, with the BFI of the Exchange Act VSCC in connection with the Mergers, and approval of such applications, filings and notices, (f) the filing with the SEC of the Proxy Statement/Prospectus and the Securities Act, including, the Joint Proxy Registration Statement and Form S-4 (in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectusincluded), and the declaration of effectiveness of the Form S-4Registration Statement, (cg) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas VSCC pursuant to the MGCL VSCA, and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (eh) 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 Buyer Common Stock pursuant to this Agreement, (f) Agreement and the approval of the listing of such Parent Buyer Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on CompanyNYSE, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company Entity or any of its Subsidiaries third party are necessary in connection with (i) the execution and delivery by Company Buyer of this Agreement or (ii) the consummation by Buyer of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, Bxxxx 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. Except for (ai) the filing of any required applications, filings or notices with the Board SEC of Governors a proxy statement in definitive form relating to the meeting of the Federal Reserve System Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Federal ReserveProxy Statement”), the FDIC, the Texas Department of Banking, the Office and of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and 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 “Form S-4”) and declaration of effectiveness of the Form S-4, (cii) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the MGCL and TBOC, respectivelyDGCL, (diii) the filing of any notices or other filings under the Bank Merger CertificatesXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (eiv) 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, (f) Agreement and the approval of the listing of such Parent Common Stock on the NASDAQ Global Select Market New York Stock Exchange (the “NASDAQNYSE”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (hv) such other noticesauthorizations, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be that, if not obtained or made made, would not reasonably be reasonably likely expected to have, individually or in the aggregate, have a Material Adverse Effect on Companythe Company or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state foreign or local court, domestic court or administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-regulatory governmental authority or instrumentality or SRO (each, each a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution and delivery by the Company of this Agreement or (iiB) the consummation by the Company of the Merger and the other transactions contemplated 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

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”as specifically set forth in Schedule 2.1(f), the FDICCompany is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the Texas Department of Bankingexecution, delivery and performance by the Office Company of the Comptroller of the Currency Transaction Documents, except for (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (ci) the filing of the Articles of Merger registration statement(s) contemplated by the Registration Rights Agreement (the "Underlying Shares Registration Statement(s)") with the SDAT Securities and Exchange Commission (the Certificate of Merger with "Commission"), which shall be filed in the Secretary of State of time periods set forth in the State of Texas pursuant to the MGCL and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (e) 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 Registration Rights Agreement, (fii) approval of the application(s) for the listing of such Parent the Underlying Shares and the Warrant Shares with the Nasdaq National Market, which shall be filed in accordance with Section 3.7 hereof (and with any other national securities exchange or market on which the Common Stock on the NASDAQ Global Select Market (the “NASDAQ”is then listed), (giii) any filings, notices or registrations under applicable state securities laws, and (iv) in all other cases, where the filing failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the Company to effect the Closing and to deliver to the Purchasers the Transaction Notes (and, upon conversion of the Transaction Notes thereunder, the Underlying Shares) or the Transaction Warrants (and, upon exercise of the Transaction Warrants, the Warrant Shares) in the manner contemplated hereby and by the Registration Rights Agreement free and clear of all liens and encumbrances of any required applicationsnature whatsoever (the approvals referred to in clauses (i) through (iii) above, filings or notices together with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applicationsorders, notices and filings or registrations referred to in Schedule 2.1(f), are hereinafter referred to as the failure of which "Required Approvals"). The Company has no reason to believe that it will be obtained or made would not be reasonably likely unable to have, individually or in obtain the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) are required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by Company of this Agreement or (ii) the consummation of the transactions contemplated herebyRequired Approvals.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, and the VSCCBFI, (ii) the filing of any required applications, filings or notices with the Board SEC of Governors a Proxy Statement-Prospectus in definitive form relating to the meeting of the Federal Reserve System (Company’s shareholders to be held in connection with this Agreement and the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office transactions contemplated hereby and of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Registration Statement and Form S-4 in which the Joint Proxy Statement such proxy statements will be included as a prospectus, and declaration of effectiveness of the Form S-4Registration Statement, (ciii) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas SCC pursuant to the MGCL VSCA and TBOC, respectively, (d) the filing of the Bank Merger Certificates, (eiv) filing with the NASDAQ of a notification or application of the listing of the shares of Purchaser Common Stock to be issued in the Merger, and (v) 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 Purchaser Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”)no consents or approvals of, (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained with, any Governmental Entity or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) third party are required to be made or obtained by Company or any of its Subsidiaries Purchaser in connection with (i) the execution and delivery by Company Purchaser of this Agreement or (ii) the consummation by Purchaser of the Merger and the other transactions contemplated herebyby this Agreement, including the Bank Merger. As of the date hereof, Purchaser has no Knowledge of any reason pertaining to Purchaser 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 6.2(e).

Consents and Approvals. Except for (ai) the Surface Transportation ---------------------- Board's exemption or approval of the Merger and the Support Agreement and the Canadian Transportation Administration's approval of the Merger (the "Regulatory Approvals"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of the Schedule 14A containing the Proxy Statement (as defined herein), (iii) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Texas Delaware pursuant to the MGCL and TBOC, respectivelyDGCL, (div) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (v) the Company Stockholder Approval, (vi) the filing with the SEC of the Bank Merger Certificates, (e) such filings and approvals as are required to be made or obtained reports under the securities or “Blue Sky” laws Securities Exchange Act of various states 1934, as amended (the "Exchange Act"), as may be required in connection with the issuance execution and delivery of this Agreement and the transactions contemplated hereby, (vii) the third party consents set forth on Section 3.4 of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market Company Disclosure Schedule (the “NASDAQ”), (g"Third Party Consents") the filing of any required applications, filings or notices with the Federal Home Loan Bank and (hviii) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or and registrations the failure of to obtain which to be obtained or made would not be reasonably likely to havecould not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator agency or commission or other governmental, prosecutorial, regulatory, self-governmental or regulatory authority or instrumentality (each, each a “"Governmental Entity”"), or of or with any Regulatory Agency (as defined in Section 3.5) or other third party, are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (i) the execution and delivery by Company of this Agreement or (ii) and the consummation by Company of the transactions contemplated herebyby this Agreement. To the best knowledge of Company, there is no reason to believe that the Regulatory Approvals and Third Party Consents required to consummate the transactions contemplated by this Agreement (the "Requisite Approvals") cannot be obtained on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with NASDAQ and the NASDAQ Capital Market, (ii) the filing of any required applications, filings or notices and notices, as applicable, with the Board of Governors of (1) the Federal Reserve System Board under the BHC Act, (2) the “Federal Reserve”)FDIC under the Bank Merger Act, (3) the FDICOregon Director and (4) the WDFI, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such the foregoing applications, filings and notices, (biii) compliance the filing with any applicable requirements the SEC of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, (civ) the filing of the Articles of Merger (which shall include the Articles Amendment) with the SDAT and the Certificate of Merger with the Washington Secretary of State of the State of Texas pursuant to the MGCL WBCA and TBOC, respectively, (d) the Oregon Secretary pursuant to the OBCA and the filing of the Bank Merger Certificates, (ev) 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 Umpqua Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank Agreement and (hvi) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which as are required to be obtained or made would not be reasonably likely to have, individually or in under the aggregate, a Material Adverse Effect on CompanyExchange Act, no notices to, material consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity”) Entity are required to be made or obtained by Company or any of its Subsidiaries necessary in connection with (iA) the execution and delivery by Company Umpqua of this Agreement or (iiB) the consummation by Umpqua of the Merger, the Bank Merger and the other transactions contemplated hereby. As of the date of this Agreement, Umpqua has no knowledge of any reason why any of the Requisite Regulatory Approvals should not be granted on a timely basis.