Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Except for (i) 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 applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreement.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications applications, filings and notices, (iib) 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 required applications, filings or notices notices, as applicable, with any Governmental Entity the Financial Industry Regulatory Authority (“FINRA”) and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, filings and notices, (iiid) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement and Statement-Prospectus will be included as a prospectus, to be filed with the filing SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the F-4Registration Statement, (ive) the filing of the Certificate Certificates/Articles of Merger with the Florida Secretary of State of the State of Delaware pursuant to the DGCL FBCA and the filing Maryland State Department of articles of merger Assessments and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating Taxation pursuant to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating MGCL to the regulation of futures commission merchantsextent required, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixf) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of CenterState Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusRegulatory Approvals”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Entity Authority are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Parent Charter of the Transaction Merger and the other transactions contemplated hereby (including the consummation by this AgreementCharterBank of the Bank Merger). No As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

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

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity state or foreign agencies and approval of such applications and notices (the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule"State Approvals"), (iii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of BANC ONE's shareholders and FCN's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement") and the registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement and the filing and declaration of effectiveness of the F-4will be included as a prospectus, (iv) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, and certificate of State merger with the Ohio Secretary pursuant to the OGCL and a certificate of merger with the State of Delaware Secretary pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws in respect of the commonwealth of Virginia and the state of TexasFirst Step Merger, (v) any notices to or filings with the Small Business Administration ("SBA"), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealersdealers or investment advisers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization ("SRO"), and the rules of the NYSE, or that which are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Newco Common Stock pursuant to this Agreement and (viii) the approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification this Agreement by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing requisite vote of the Deed stockholders of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report BANC ONE and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosFCN, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") or with any third party are necessary in connection with (A) the execution and delivery by FCN of this Agreement and (B) the consummation by Parent FCN of the Transaction Second Step 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 Parent of this Agreementhereby.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iib) the filing of any required applications, filings and notices, as applicable, with the FDIC and the Texas Department of Banking in connection with the Bank Merger and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent TCBI Disclosure ScheduleSchedule or Section 4.4 of the IBTX Disclosure Schedule and approval of such applications, filings and notices, (iiid) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by TCBI with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC of by IBTX in connection with the Proxy Statement transactions contemplated by this Agreement (the “S-4”) and the filing and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Certificate Certificates of Merger with the Texas Secretary of State of the State of Delaware pursuant to the DGCL TBOC and the Delaware Secretary pursuant to the DGCL, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of articles the Statement of merger and articles of share exchange and other appropriate merger and share exchange documents required by Designations for the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings New IBTX Preferred Stock with the SBA, Texas Secretary and (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of IBTX Common Stock and New IBTX Preferred Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares IBTX Common Stock and Parent ADSs New IBTX Preferred Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by TCBI of this Agreement or (ii) the consummation by Parent TCBI of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). TCBI is not aware of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals TCBI to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the South Carolina Board of Financial Institutions (the “SCBFI”) and the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking or insurance regulatory authorities listed in on Section 6.4 3.4 of the Parent CenterState Disclosure ScheduleSchedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices, (iiif) the filing by CenterState with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC of by South State in connection with the Proxy Statement transactions contemplated by this Agreement (the “S-4”), and the filing and declaration of effectiveness of the F-4S-4, (ivg) the filing of the Certificate Articles of Merger with the South Carolina Secretary of State of the State of Delaware pursuant to the DGCL SCBCA and the Florida Secretary pursuant to the FBCA, as applicable, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents the Bank Merger Certificates with the applicable Governmental Entities as required by the laws of the commonwealth of Virginia and the state of Texasapplicable law, (vh) the filing of any notices to or filings with the SBA, (vi) any consents, authorizations, approvalsapplications, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act or applicable foreign antitrustAct”), competition or similar laws, and (ixi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs South State Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission, Regulatory Agency or other governmental or regulatory authority or instrumentality (each, a “Governmental Entity Entity”) are necessary in connection with (x) the execution and delivery by CenterState of this Agreement or (y) the consummation by Parent CenterState of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, CenterState is not aware of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals CenterState to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the SCBFI and the OCC in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking or insurance regulatory authorities listed in on Section 6.4 3.4 of the Parent CenterState Disclosure ScheduleSchedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices, (iiif) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the F-4S-4, (ivg) the filing of the Certificate Articles of Merger with the South Carolina Secretary of State of the State of Delaware pursuant to the DGCL SCBCA and the Florida Secretary pursuant to the FBCA, as applicable, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents the Bank Merger Certificates with the applicable Governmental Entities as required by the laws of the commonwealth of Virginia and the state of Texasapplicable law, (vh) the filing of any notices to or filings with the SBA, (vi) any consents, authorizations, approvalsapplications, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrustAct, competition or similar laws, and (ixi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs South State Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (x) the execution and delivery by South State of this Agreement or (y) the consummation by Parent South State of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, South State is not aware of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals South State to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act, with the FDIC, with the MDOFR under Subtitle 7 of Title 3 and Subtitle 9 of Title 5 of the MCFI, and with the Office of the Comptroller of the Currency (the “OCC”) under the National Bank Act and Bank Merger Act, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission of a proxy statement in definitive form relating to the meeting of HBI’s shareholders to be held in connection with this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Registration Statement”) in which the Proxy Statement will be included as a prospectus, and the filing and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of the Certificate Maryland Articles of Merger with with, and its acceptance for record by, the Secretary of State of the State of Delaware Maryland pursuant to the DGCL MGCL, the filing of the Pennsylvania Articles of Merger with, and its acceptance for record by, the Secretary of State of the Commonwealth of Pennsylvania pursuant to the ETL, and the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixd) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of FNB Common Stock pursuant to this Agreement and approval of the listing on the NYSE of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission shares of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent FNB Common Stock issuable in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosMerger, no consents or approvals of of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of any federal, state, local or foreign government (each, a “Governmental Entity Entity”) or any industry self-regulatory organization, including the Financial Industry Regulatory Authority, Inc. (“SRO”), are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent HBI of this AgreementAgreement and (ii) the consummation by HBI of the Merger and the other transactions this Agreement contemplates. No event has occurred, nor has any circumstance arisen, that, to the knowledge of HBI, would reasonably be likely, either individually or together with any other event or circumstance, to impair the ability to obtain or materially delay the receipt of the Requisite Regulatory Approvals on a timely basis or result in the imposition of a Materially Burdensome Regulatory Condition.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the New York Stock Exchange, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with the Financial Industry Regulatory Authority (“FINRA”) and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent Discover Disclosure ScheduleSchedule or Section 4.4 of the Capital One Disclosure Schedule and approval of such applications, filings and notices, (iiif) the filing by Discover with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC of by Capital One in connection with the Proxy Statement transactions contemplated by this Agreement (the “S-4”) and the filing and declaration of effectiveness of the F-4S-4, (ivg) the filing of the Certificate Certificates of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of articles the respective Certificates of merger and articles of share exchange and other appropriate merger and share exchange documents required by Designation for the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings New Capital One Preferred Stock with the SBA, Delaware Secretary and (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixh) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Capital One Common Stock and New Capital One Preferred Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Capital One Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by Discover of this Agreement or (ii) the consummation by Parent Discover of the Transaction Mergers and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Discover is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Mergers and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board 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 any Governmental Entity foreign, federal or state banking, insurance or other regulatory authorities and the Other Regulatory Approvals approval of such applications, filings and notices listed in Section 6.4 5.4 of the Parent Company Disclosure ScheduleSchedule (the “Other Regulatory Approvals”), (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the proxy statement (the “Proxy Statement Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of Parent, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”) or applicable foreign antitrust, competition or similar laws, and (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share New York Stock Exchange (the “ProspectusNYSE”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) are necessary in connection with the consummation by Parent the Company of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent the Company of this Agreement.

Consents and Approvals. Except for (i) the filing requisite filings with, notices to and approval of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act BHCA and approval of such applications and noticesthe Federal Reserve Act, as amended, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 Federal Reserve Bank of New York, the Office of the Parent Comptroller of the Currency, the Department of Justice, the Federal Trade Commission, the New York State Banking Department, the Department of Banking of the State of Connecticut, the Florida Department of Banking and Finance, the New Jersey Department of Banking and Insurance, the North Carolina Commissioner of Banks, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking, the Delaware State Banks Commissioner, the District of Columbia Office of Banking and Financial Institutions, the Cayman Islands Banking Commission, the National Association of Securities Dealers and other applicable federal, state or foreign governmental agencies or authorities as set forth in Schedule 3.4 of the UST Disclosure ScheduleSchedule and approval of such applications and notices, (iii) the filing with the SEC of a proxy statement in definitive form relating to the Proxy Statement meeting of UST's shareholders to be held in connection with this Agreement and the filing transactions contemplated hereby (the "Proxy Statement") which shall be included in the SCHWAB registration statement on Form S-4 (the "S-4") and declaration any other filings required to be made with the SEC under the Securities Exchange Act of effectiveness of 1934, as amended (the F-4"Exchange Act"), (iv) the filing of the New York Certificate of Merger with the Secretary of State of the State of Delaware New York Department pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasNYBCL, (v) any notices to or filings with the SBA, (vi) any consentsconsent, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal federal, state and state securities foreign laws relating to the regulation of broker-dealers, investment companiesadvisers (including the Investment Advisers Act of 1940, investment advisers or transfer agents as amended (the "Advisers Act")) and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers insurance agencies and the rules and regulations thereunder and of any securities domestic or futures exchange foreign securities, broker-dealer, investment adviser and insurance industry self-regulatory organization ("SRO") with jurisdiction over UST or other SROany of its Subsidiaries, (vi) the consents, approvals and notices required or that are required contemplated under consumer financethe Investment Company Act of 1940, mortgage banking and other similar lawsas amended (the "1940 Act"), (vii) the Parent UST Shareholder Approval, Approval and (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings additional consents and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kindapprovals, the filing failure of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating which to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Segurosmake or obtain would not be reasonably likely to have a UST Material Adverse Effect, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality (each a "Governmental Entity Entity") or of or with any third party are necessary in connection with (A) the execution and delivery by UST of this Agreement and the UST Option Agreement and (B) the consummation by Parent UST of the Transaction Merger and the other transactions contemplated by this Agreementhereby. No consents or approvals of or filings or registrations with UST has no reason to believe that any Governmental Entity are necessary Requisite Regulatory Approvals (as defined in connection with the execution and delivery by Parent of this AgreementSection 7.1(c)) will not be obtained.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Federal Reserve Board FRB under the BHC Act and approval of such applications the applications, filings and notices, (iib) the filing of any required applications, filings or notices and notices, as applicable, with the FDIC, and approval of the applications, filings, and notices, (c) the filing of any required applications, filings, and notices, as applicable, with any Governmental Entity governmental agency that has authority over the mortgage production and sale business of KTYB (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 Kentucky Department of Financial Institutions (“KDFI”) in connection with the Merger and the Other Regulatory Approvals listed in Section 6.4 Bank Merger and approval of the Parent Disclosure Scheduleapplications, filings and notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of the registration statement on Form S-4 to be filed with the SEC by SYBT in connection with the transactions contemplated by this Agreement (the “S-4”) (in which the proxy statement in definitive form relating to the meeting of KTYB’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”) will be included as a prospectus), and declaration by the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Certificate Articles of Merger with the Kentucky Secretary of State of the State of Delaware pursuant to the DGCL KBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (vg) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of SYBT Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEAgreement, (xh) the registration filing of applications, filings and notices, as applicable, with and verification by the National Securities Exchange Commission of Spain any self-regulatory organization (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusSRO”), (xii) any approvals and notices required with respect to the SYBT Common Stock to be issued as part of the Merger Consideration under the rules of NASDAQ, and (j) the filing approval of the Deed Nevada Division of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating Insurance with respect to the fair value change in control of KTYB’s wholly-owned captive insurance subsidiary, KBI Insurance Company, Inc. (the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros“Captive Subsidiary”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority, instrumentality, Regulatory Agency, or SRO (each a “Governmental Entity Entity”) are necessary in connection with (1) the execution and delivery by KTYB of this Agreement or (2) the consummation by Parent KTYB of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, KTYB is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. (a) Except for (i) the filing of applications and notices, as applicable, as to the Merger with the Federal Reserve Board FRB under the BHC BHCA and with the Office of Thrift Supervision ("OTS") under the Home Owners' Loan Act of 1933 ("HOLA") and the Bank Merger Act, as to the Bank Merger with the OTS, (ii) the filing of applications and notices with the Banking Commissioner of the State of Connecticut (the "Connecticut Commissioner"), as well as any other applications and notices to state officials related to the Merger and the Bank Merger (the "State Banking Approvals"), (iii) the filing with the Connecticut Commissioner of an acquisition statement pursuant to Section 36a-184 of the Banking Law of the State of Connecticut prior to the acquisition of more than 10% of MECH Common Stock pursuant to the Option Agreement, if not exempt, (iv) the filing of any required applications or notices with the FDIC and OTS as to any subsidiary activities of MS Bank which becomes a service corporation or operating subsidiary of Xxxxxxx Bank and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiiv) the filing with the SEC of a registration statement on Form S-4 to register the Proxy Statement 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 options referred to in Section 1.5 hereof), which will include the proxy statement/prospectus to be used in soliciting the approval of MECH's shareholders at a meeting to be held in connection with this Agreement and the filing and declaration of effectiveness of transactions contemplated hereby (the F-4"Proxy Statement/Prospectus"), (ivvi) the filing of the Certificate of Merger with the Secretary of State of Connecticut pursuant to the Connecticut Corporation Law; (vii) the filing of the Certificate of Merger with the Secretary of State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder ApprovalDGCL, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar lawsfiling of the Bank Merger Agreement with the OTS and the Secretary of State of Connecticut, (ix) such filings and approvals approval as are may be required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection or with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of Nasdaq (or such Parent Ordinary Shares and Parent ADSs on the NYSEother exchange as may be applicable), (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed required application and notices to National Association of execution Securities Dealers, Inc. ("NASD") regarding the change of control of MIS and (x) such filings, authorizations or approvals as may be set forth in Section 3.4(a) of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosMECH Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity"), or with any third party are necessary in connection with (1) the execution and delivery by MECH of this Agreement and the Option Agreement, (2) the consummation by Parent MECH of the Transaction 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 hereby, (3) the execution and delivery by Parent MS Bank of this the Bank Merger Agreement, (4) the consummation by MECH of the Option Agreement; and (5) the consummation by MS 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 Xxxxxxx to consummate the transactions contemplated hereby.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the NYSE, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent Xxxxxx Valley Disclosure ScheduleSchedule or Section 4.4 of the Sterling Disclosure Schedule and approval of such applications, filings and notices, (iiiv) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Xxxxxx Valley’s and Sterling’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”), and of the registration statement on Form S-4 in which the Joint Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Sterling in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate Certificates of Merger with the New York State Department pursuant to the NYBCL and the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Sterling Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Sterling Common Stock on the NYSE, and (xviii) the registration with and verification written approval of the Financial Industry Regulatory Authority, Inc. (“FINRA”), for the transactions contemplated by the National Securities Exchange Commission of Spain this Agreement pursuant to NASD Rule 1017 (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusFINRA Approval”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Xxxxxx Valley of this Agreement or (B) the consummation by Parent Xxxxxx Valley of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Xxxxxx Valley is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. (a) Except for (i) the filing of applications any required applications, notices and noticeswaiver requests, as applicable, for the Merger and the Bank Mergers with (x) the Board of Governors of the Federal Reserve Board System (the “Federal Reserve”) under the BHC Act and the Bank Merger Act and the regulations promulgated pursuant thereto, (y) the CDBO under the California banking laws or regulations and the Texas Department of Banking (“TDB”) under the Texas banking laws or regulations, and (z) the China Banking Regulatory Commission (“CBRC”), and the approval of such applications or nonobjection to the foregoing applications, notices and noticeswaiver requests (collectively, the “Required Regulatory Approvals”), (ii) the filing with the Securities and Exchange Commission (“SEC”) of a registration statement on Form S-4 to register the East West Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), that will be issued in connection with the Merger (such Form S-4, and any required applicationsamendments or supplements thereto, filings the “Registration Statement”), which will include the proxy statement/prospectus to be used in soliciting the approval of MetroCorp’s stockholders at the MetroCorp Special Meeting (such proxy statement as amended or notices with any Governmental Entity and supplemented is referred to herein as the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule“Proxy Materials”), (iii) the filing with approval of this Agreement by the SEC requisite vote of the Proxy Statement and the filing and declaration stockholders of effectiveness of the F-4MetroCorp, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing Secretary of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws State of the commonwealth State of Virginia and Texas pursuant to the state of TexasTBOC, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed Bank Merger Agreements with the CDBO and the California Secretary of execution of State to give effect to the Capital Increase against contribution in kindBank Mergers, (vi) such other consents, approvals, orders, authorizations, registrations, declarations and filings or waivers thereof as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the filing securities or antitrust laws of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction any foreign country, and (xiivii) required such filings, authorizations or approvals as may be set forth in Section 3.4 of the Bank of Spain and the Spanish Direccion General de SegurosMetroCorp Disclosure Schedule, no consents or approvals of or notices to or filings or registrations with any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each, a “Governmental Entity Entity”) or the NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”) are necessary in connection with (1) the execution and delivery by MetroCorp of this Agreement, (2) the consummation by Parent MetroCorp of the Transaction 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 hereby, (3) the execution and delivery by Parent the Banks of this Agreementthe Bank Merger Agreements, and (4) the consummation by the Banks of the Bank Mergers and the transactions contemplated thereby, except for such consents, approvals or filings with any non-Governmental Entity, the failure of which to obtain will not have a Material Adverse Effect on MetroCorp.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications the listing on the NYSE, subject to official notice of issuance, of the shares of Acquiror Common Stock to be issued in the Merger and noticesto be reserved for issuance upon exercise or settlement of Acquiror Options and Converted Awards issued in substitution for Company Options and Company Stock-Based Awards in accordance with Sections 2.4(a) and 2.4(b), (ii) the filing with the Securities and Exchange Commission (the “SEC”) of any required applications, filings or notices with any Governmental Entity and a proxy statement in definitive form relating to the Other Regulatory Approvals listed in Section 6.4 meeting of the Parent Disclosure Schedule, (iii) the filing with the SEC stockholders of the Company to be held to vote on the adoption of this Agreement (the “Proxy Statement Statement/Prospectus”) and the filing and declaration of effectiveness of the F-4registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws with respect to the issuance of Acquiror Common Stock in connection with the Merger, (iviii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Delaware, (iv) the DGCL and the filing adoption of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required this Agreement by the laws of the commonwealth of Virginia and the state of TexasRequired Company Vote, (v) any notices to or filings with under the SBAXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration or termination of any applicable waiting periods thereunder, (vi) any the filings, approvals and consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as set forth in Section 4.4(vi) of the Company Disclosure Letter, (vii) the consents, authorizations, approvals, filings or exemptions in connection with compliance with pursuant to the applicable provisions of federal and federal, state or foreign securities laws Laws, commodities futures Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, investment companiescommodities futures merchants, investment advisers or transfer agents companies and federal commodities laws relating to investment advisors and set forth in Section 4.4(vii) of the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder ApprovalCompany Disclosure Letter, (viii) any notices or filings under the HSR Act or applicable foreign antitrustconsents and approvals set forth in Section 4.4(viii) of the Company Disclosure Letter, competition or similar laws, and (ix) such the consents, authorizations, approvals, filings and approvals as registrations of third parties which are required not Governmental Entities, the failure of which to obtain or make would not be made reasonably expected to have, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs aggregate, a Material Adverse Effect on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosCompany or Acquiror, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (each, a “Governmental Entity”) or of or with any Governmental Entity other third party by and on behalf of the Company or any of its Subsidiaries (or by or on behalf of any acquiror of the Company) are necessary in connection with (A) the execution and delivery by the Company of this Agreement and the Voting Agreement and (B) the consummation by Parent the Company of the Transaction 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 Agreement and the execution and delivery by Parent of this Voting Agreement.

Consents and Approvals. Except for (i) the filing of applications and noticesNo consent, as applicablewaiver, with the Federal Reserve Board under the BHC Act and authorization or approval of such applications any Governmental Entity, and notices, (ii) the no declaration or notice to or filing of any required applications, filings or notices registration with any Governmental Entity and the Other Regulatory Approvals listed Entity, is necessary or required in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing connection with the SEC execution and delivery of this Agreement by the Proxy Statement and Company or the filing and declaration performance by the Company or its Subsidiaries of effectiveness of the F-4their obligations hereunder, except for: (ivi) the filing of the Certificate of Merger with the Secretary of State in accordance with the DGCL; (ii) the filing of the Subsequent Certificate of Merger with the Secretary of State of Delaware pursuant to in accordance with the DGCL and the DLLCA; (iii) the filing of articles a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of merger and articles 1976, as amended (the “HSR Act”); (iv) the filing of share exchange and other appropriate merger and share exchange documents required applications or notices regarding the transaction that is the subject of this Agreement (including the financing thereof) jointly by the laws parties with the FCC and State Regulators for, in the case of applications, approval of the commonwealth transfer of Virginia control of the Company, and the state receipt of Texas, such approvals; (v) any notices if applicable, notification to or filings with and clearance by CFIUS under Section 721 of the SBAUnited States Defense Production Act of 1950, as amended (codified at 50 U.S.C. § 4565), and the regulations promulgated thereunder (31 C.F.R. Part 800) (“Section 721”); (vi) the filing of a notice by the Company with the U.S. Departments of Defense, Homeland Security, and Justice (the “Team Telecom Agencies”) pursuant to the terms of the September 26, 2011, network security agreement by and between the Company and the Team Telecom Agencies (the “2011 NSA”) regarding a planned change in control of the Company and amendment or termination of the 2011 NSA or negotiation of a new mitigation instrument with the Team Telecom Agencies; (vii) the filing of an updated certificate pertaining to foreign interests by the Company with the Defense Security Service (“DSS”) regarding a planned change in foreign ownership, control, and influence (“FOCI”) of Parent; (viii) applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”); (ix) such consents, waivers, authorizations or approvals of any Governmental Entity set forth on Schedule 3.4 of the Company Disclosure Schedule; and (x) such other consents, waivers, 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-dealersdeclarations, investment companiesnotices, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with as will be obtained or made prior to the Closing or which, if not obtained or made, would not have a Company Material Adverse Effect or prevent or materially delay the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of the national bank Subsidiaries of Unizan and Huntington, the filing of applications and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), and approval of such applications and notice, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity foreign or state banking, insurance or other regulatory authorities and approval of such applications and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meetings of Unizan’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4, (iv) the filing of the Articles of Merger with the Maryland Department of Assessments and Taxation pursuant to the MGCL and the issuance by the Maryland Secretary of a Certificate of Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Ohio pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasOGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”), and the rules of the Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Huntington Common Stock pursuant to this Agreement and Agreement, (ix) the approval of listing this Agreement by the requisite vote of such Parent Ordinary Shares shareholders of Unizan and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of filings, if any, required as a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing result of the Deed particular status of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosHuntington, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Unizan of this Agreement and (B) the consummation by Parent Unizan of the Transaction 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 Parent of this Agreement.

Consents and Approvals. Except for (ia) the filing of applications 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 approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings, and notices, (d) the filing of any required applications, filings, and notices, as applicable, with any governmental agency that has authority over the mortgage production and sale business of the Company (inclusive of Xxxxxx Mae and Xxxxxxx Mac), and approval of such applications, filings, and notices, (e) the filing of applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (f) the filing of any required applications, filings or notices with any Governmental Entity and state banking authorities listed on Section 3.4 of the Other Regulatory Approvals listed in Company Disclosure Schedule or Section 6.4 4.4 of the Parent Disclosure ScheduleSchedule and approval of such applications, filings and notices, (iiig) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the F-4S-4, (ivh) the filing of the Certificate Articles of Merger with the Tennessee Secretary of State of the State of Delaware pursuant to the DGCL TBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixi) 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 Ordinary Shares Common Stock pursuant to this Agreement and (j) the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNew York Stock Exchange, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent or Merger Sub of this AgreementAgreement or (ii) the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby (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 (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity state or foreign agencies and approval of such applications and notices (the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule"State Approvals"), (iii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of Xxxxx Fargo's and Norwest's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement"), and of the registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement and the filing and declaration of effectiveness of the F-4will be included as a prospectus, (iv) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDGCL, (v) any notices to or filings with the Small Business Administration ("SBA"), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization ("SRO"), and the rules of the NYSE, or that which are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Norwest Capital Stock pursuant to this Agreement and (viii) the approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification this Agreement by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing requisite vote of the Deed stockholders of execution Xxxxx Fargo and Norwest (including the approval of the Capital Increase against contribution in kind, the filing amendment of the necessary auditors’ report and the filing of the necessary report of the expert designated Norwest Certificate contemplated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosSection 1.7), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") are necessary in connection with (A) the execution and delivery by Norwest of this Agreement and (B) the consummation by Parent Norwest of the Transaction 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 Parent of this Agreementhereby.

Consents and Approvals. Except for (ia) the filing by FNB 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 the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of ANNB Bank with and into FNB Bank, the filing of applications and notices, as applicable, with the Federal Reserve Board under Deposit Insurance Corporation (the BHC Act “FDIC”), the Office of the Comptroller of the Currency (the “OCC”), and any state regulatory authority, including but not limited to the Maryland Department of Labor, Licensing and Regulation (the “MD DLLR”), and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of ANNB shareholders to be held in connection with this Agreement (the “Proxy Statement”) and the transactions this Agreement contemplates and of a registration statement on Form S-4 that is declared effective (the “Registration Statement”) in which the Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of the Certificate Articles of Merger with and the acceptance for record by the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasFBCA, (vd) any notices to or filings with by ANNB and FNB required under the SBAXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vie) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities applicable industry self-regulatory organization (“SRO”), and the rules of NASDAQ or futures exchange or other SROthe NYSE, or that are required under consumer finance, insurance mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixf) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of FNB Common Stock pursuant to this Agreement Agreement, and approval of the listing on the NYSE of such Parent Ordinary Shares and Parent ADSs on FNB Common Stock issuable in the NYSEMerger, (xg) the registration with and verification adoption of this Agreement by the National Securities Exchange Commission requisite vote of Spain the shareholders of ANNB, and (h) the consent of the United States Department of the Treasury (the “NSECTreasury Department”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing purchase by FNB or one of its Subsidiaries or redemption by ANNB of all of the Deed of execution issued and outstanding shares of the Capital Increase against contribution in kind, ANNB Series A Preferred Stock from the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosTreasury Department, no consents or approvals of or filings or registrations by FNB or ANNB with any court, administrative agency or commission or other governmental authority or instrumentality of federal, state, local or foreign government (each, a “Governmental Entity Entity”), SRO or other Person are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent ANNB of this Agreement and (B) the consummation by ANNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, ANNB 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. (a) Except for (i) the filing of applications and notices, as applicable, as to the Merger and the Institution Merger with the Federal Reserve Board under the BHC Act OTS and approval of such applications and notices, (ii) the filing with the SEC of any required applications, filings or notices a registration statement (the "Registration Statement") to register the shares of Sterling Common Stock to be issued in connection with any Governmental Entity the Merger which Registration Statement will include the proxy statement/prospectus (the "Proxy Statement/Prospectus") to be used in soliciting the requisite approval of Empire stockholders at a meeting of such stockholders to be held in connection with this Agreement and the Other Regulatory Approvals listed in Section 6.4 of transactions contemplated hereby, including any adjournments thereof (the Parent Disclosure Schedule"Empire Meeting"), (iii) approval of the filing listing of the Sterling Common Stock to be issued in connection with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4Merger on NASDAQ or a national securities exchange, (iv) the approval of this Agreement by the requisite vote of the stockholders of Empire pursuant to the Empire Certificate of Incorporation and the DGCL, (v) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and Empire Bank Board of Directors and Empire Bank shareholder approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Institution Merger Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosInstitution Merger, no consents or approvals of or filings or registrations with any Governmental Entity Entity, or with any third party are necessary in connection with (1) the execution and delivery by Empire of this Agreement; (2) the consummation by Parent Empire of the Transaction 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 hereby; (3) the execution and delivery by Parent Empire Bank of this the Institution Merger Agreement; and (4) the performance by Empire Bank of the Institution 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 to consummate the transactions contemplated hereby.

Consents and Approvals. Except for (ia) the filing by FNB of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act Act, and the Federal Reserve Act, as amended, and the Pa DOB under the Pennsylvania Banking Code of 1965, and approval of such applications and notices, and, in connection with the Bank Merger, the filing of applications and notices, as applicable, with the FDIC and the Office of the Comptroller of the Currency (“OCC”), and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission of a joint proxy statement in definitive form relating to the meeting of MBI’s shareholders to be held in connection with this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (the “Registration Statement”) in which the Joint Proxy Statement will be included as a prospectus, and the filing and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of the Certificate a Statement of Merger with with, and its acceptance for record by, the Secretary of State of the Commonwealth of Pennsylvania pursuant to the ETL, the filing of Articles of Merger with, and their acceptance for record by, the Secretary of State of the State of Delaware Florida pursuant to the DGCL FBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixd) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of FNB Common Stock pursuant to this Agreement Agreement, and approval of the listing on the NYSE of such Parent Ordinary Shares shares of FNB Common Stock issuable in the Merger and Parent ADSs on the NYSE, (xe) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing receipt of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosRequisite MBI Vote, no consents or approvals of of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of any federal, state, local or foreign government (each, a “Governmental Entity Entity”) or any industry self-regulatory organization, including the Financial Industry Regulatory Authority, Inc. (“SRO”), are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent MBI of this AgreementAgreement and (ii) the consummation by MBI of the Merger and the other transactions this Agreement contemplates. No event has occurred, nor has any circumstance arisen, that, to the knowledge of MBI, would reasonably be likely, either individually or together with any other event or circumstance, to impair the ability to obtain or materially delay the receipt of the Requisite Regulatory Approvals on a timely basis or result in the imposition of a Materially Burdensome Regulatory Condition.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (b)(i) compliance with the premerger notification filing requirements under Part IX of the Competition Act (Canada) and the expiration of the applicable waiting period in relation thereto or (ii) receipt of an ARC pursuant to section 102 of the Competition Act (Canada), (c) the filing of any required applications, filings or notices with any Governmental Entity an application for review under the Investment Canada Act and the Other Regulatory Approvals listed in Section 6.4 responsible Minister under such Act being satisfied, or being deemed to be satisfied, that the consummation of the Parent Disclosure ScheduleArrangement and the other transactions contemplated hereby is likely to be of net benefit to Canada for purposes of that Act, (iiid) the filing of applications with, and the approval of such applications by, the appropriate financial regulatory authorities in the provinces, states and countries in which CIT or any CIT Subsidiary conducts business, (e) receipt of exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the issuance of and first trade in CIT Common Stock, (f) the filing with the SEC Court, the SEC, the OSC and other Canadian securities regulatory authorities of the Proxy Statement and Circular and, if required, the filing and declaration of effectiveness of the F-4Registration Statement, (ivg) the filing approval of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of CIT Common Stock pursuant to this Agreement and the Plan of Arrangement by the requisite vote of the shareholders of CIT, (h) approval of the listing of such Parent Ordinary the CIT Common Stock to be issued in the Arrangement, upon exchange of the Exchangeable Shares and Parent ADSs upon exercise of the Replacement Options on the NYSE, (xi) approvals or orders in respect of CIT and/or DKB under section 518 or 521 of the registration with and verification by the National Securities Exchange Commission of Spain Bank Act (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”Canada), (xij) the filing approvals, if applicable, of the Deed Ministry of execution Finance of Japan and the Office of Superintendent of Financial Institutions of Japan and (k) such filings, authorizations or approvals as may be set forth in Section 5.4 of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosCIT Disclosure Schedule, no consents consents, orders or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with (1) the execution and delivery by CIT of this Agreement and the Plan of Arrangement and (2) the consummation by Parent CIT of the Transaction Arrangement and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreementhereby.

Consents and Approvals. (a) Except for (i) the filing of applications and notices, as applicable, as to the Merger with the Federal Reserve Board OTS under the BHC HOLA and the Bank Merger Act and approval of such applications and notices, (ii) the filing obtaining of any required applications, filings or notices with any Governmental Entity and a waiver from the Other Regulatory Approvals listed Federal Reserve Board ("FRB") pursuant to the exception provided in Section 6.4 of the Parent Disclosure Schedule12 CFR Part 225.12(d), (iii) the filing of applications and notices with the Banking Commissioner of the State of Connecticut (the "Connecticut Commissioner") and approval of such applications and notices as to the Merger (the "State Banking Approvals"), (iv) the filing with the SEC of a registration statement on Form S-4, which will include the proxy statement/prospectus to be used in soliciting the approval of Nutmeg's shareholders at the Special Meeting (the "Proxy Statement and Statement"), to register the filing and declaration shares of effectiveness NewMil Common Stock to be issued in connection with the Merger (including the shares of NewMil Common Stock that may be issued upon the exercise of the F-4, options referred to in Section 1.6 hereof) (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas"Registration Statement"), (v) any notices to or filings with the SBAapproval of this Agreement by the requisite vote of the shareholders of Nutmeg, (vi) any consents, authorizations, approvals, the filings or exemptions with the OTS and the Connecticut Secretary of State required in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Agreement, (vii) the Parent Shareholder Approvalsuch filings, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings authorizations and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states or with The NASDAQ Stock Market, Inc. (or such other exchange as may be applicable) in connection with the issuance of the Parent Ordinary Shares shares of NewMil Common Stock pursuant to this Agreement Agreement, and approval of listing of (viii) such Parent Ordinary Shares and Parent ADSs on the NYSEnotices, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”filings, authorizations, approvals or consents that are set forth in Section 3.4(a) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNutmeg Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") or with any third party are necessary in connection with (1) the execution and delivery by Nutmeg of this Agreement, the Bank Merger Agreement and the Option Agreement, and (2) the consummation by Parent Nutmeg of the Transaction Merger, the Option Agreement and the other transactions contemplated by this Agreement. No consents hereby and thereby, except, in each case, for such consents, approvals or approvals filings, the failure of which to obtain will not have a Material Adverse Effect (as defined in Section 9.13 hereof) on the ability of NewMil to consummate the transactions contemplated hereby or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreementthereby.

Consents and Approvals. Except for (ia) the filing of applications 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 BHC Act and approval of such applications applications, filings and notices, (iic) the filing of applications, filings and notices, as applicable, with the OCC, the FDIC and the Georgia Department of Banking and Finance and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any Governmental Entity and state banking authorities listed on Section 3.4 of the Other Regulatory Approvals listed in Company Disclosure Schedule or Section 6.4 4.4 of the Parent Disclosure ScheduleSchedule and approval of such applications, filings and notices, (iiie) the filing with the SEC of the Joint Information Statement/Proxy Statement (or, if applicable, the Information Statement and the filing Proxy Statement) and the S-4 in which the Joint Information Statement/Proxy Statement (or, if applicable, the Proxy Statement) will be included as a prospectus, and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Georgia Articles of Merger with the Georgia Secretary pursuant to the GBCC, the filing of the Delaware Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) 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 Ordinary Shares Common Stock pursuant to this Agreement and (h) the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent of this AgreementAgreement or (ii) the consummation by Parent of the Merger and the other transactions contemplated hereby (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 (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of the national bank Subsidiaries of Unizan and Huntington, the filing of applications and notices, as applicable, with the OCC and approval of such applications and notice, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals, (iii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4Form S-4, (iv) the filing of the Articles of Merger with the Maryland Department of Assessments and Taxation pursuant to the MGCL and the issuance by the Maryland Secretary of a Certificate of Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Ohio pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasOGCL, (v) any notices to or filings with the SBA, (vi) any notices or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchantsagents, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SROthe Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Huntington Common Stock pursuant to this Agreement Agreement, and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE(ix) filings, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of if any, required as a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing result of the Deed particular status of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosUnizan, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Huntington of this Agreement and (B) the consummation by Parent Huntington of the Transaction 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 Parent of this Agreement.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the NYSE and the NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of applications, filings and notices, as applicable, in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any Governmental Entity and state banking authority listed on Section 3.4 of the Other Regulatory Approvals listed in Company Disclosure Schedule or Section 6.4 4.4 of the Parent Disclosure ScheduleSchedule and approval of such applications, filings and notices, (iiiv) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate of Merger and the Second Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, the filing of the Tennessee Articles of Merger with the Tennessee Secretary of State pursuant to the TBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Parent Shareholder Approval, (viii) filing of any notices or other filings under the HSR Act Act, if necessary or applicable foreign antitrustadvisable, competition or similar laws, and (ixviii) 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 Ordinary Shares Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent of this Agreement or (B) the consummation by Parent of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent Merger Sub of this Agreement. As of the date hereof, Parent is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications applications, filings 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 Board System (the “Federal Reserve Board”) under the BHC Act and with the Kentucky Department of Financial Institutions (“KDFI”) in connection with the Merger and approval of such applications applications, filings and notices, (iiiii) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) and the KDFI in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent HopFed Disclosure ScheduleSchedule or Section 4.4 of the First Financial Disclosure Schedule and approval of such applications, filings and notices, (iiiv) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meetings of HopFed’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”), and of the registration statement on Form S-4 (including any amendments and supplements thereto) in which the Proxy Statement and will be included as a prospectus (“Prospectus/Proxy Statement”), to be filed with the filing SEC by First Financial in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of First Financial Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs First Financial Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by HopFed of this Agreement or (B) the consummation by Parent HopFed of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, HopFed is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing by FNB of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of PVFC Bank with and into FNB Bank, the filing of applications and notices, as applicable, with the Federal Reserve Board under Deposit Insurance Corporation (the BHC Act “FDIC”), the Office of the Comptroller of the Currency (the “OCC”), and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of PVFC shareholders to be held in connection with this Agreement (the “Proxy Statement”) and the transactions this Agreement contemplates and of a registration statement on Form S-4 that is declared effective (the “Registration Statement”) in which the Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of the Certificate Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Ohio pursuant to the DGCL OGCL and the filing of articles Articles of merger Merger with and articles of share exchange and other appropriate merger and share exchange documents required the acceptance for record by the laws Secretary of State of the commonwealth State of Virginia and Florida pursuant to the state of TexasFBCA, (v) any notices to or filings with the SBA, (vid) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities applicable industry self-regulatory organization (“SRO”), and the rules of NASDAQ or futures exchange or other SROthe NYSE, or that are required under consumer finance, insurance mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixe) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of FNB Common Stock pursuant to this Agreement Agreement, and approval of the listing on the NYSE of such Parent Ordinary Shares FNB Common Stock issuable in the Merger, and Parent ADSs on the NYSE, (xf) the registration with and verification adoption of this Agreement by the National Securities Exchange Commission requisite vote of Spain (the “NSEC”) shareholders of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosPVFC, no consents or approvals of or filings or registrations by FNB or PVFC with any court, administrative agency or commission or other governmental authority or instrumentality of federal, state, local or foreign government (each, a “Governmental Entity Entity”), SRO or other Person are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent PVFC of this Agreement and (B) the consummation by PVFC of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, PVFC 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 No consents or approvals of, waivers by, notices to, or filings or registrations with any Governmental Entity or other Person are required to be obtained, given, or made by the Company or the Bank, or any of their Subsidiaries, in connection with the execution, delivery, or performance of this Agreement or the CVR Agreement by the Company, or the execution, delivery, or performance of the Bank Merger Agreement by the Bank, or the consummation by the Company and the Bank of the transactions contemplated hereby and thereby, including without limitation the Mergers and the Bank Merger, except (i) the filing of applications and applications, notices, as applicableand waiver requests required to be filed with or given or made to and consents, with approvals, and waivers required from, and the expiration of related waiting periods imposed by, the Federal Reserve Board under Reserve, the BHC Act TDFI, the NCCOB, and approval the United States Department of such applications and noticesJustice (collectively, the “Regulatory Approvals”); (ii) the filing of any required applicationsthe Articles of Merger with the North Carolina Secretary of State, filings or notices the filing of the Second Step Tennessee Articles of Merger with any Governmental Entity the Tennessee Secretary of State, the filing of the Second Step North Carolina Articles of Merger with the North Carolina Secretary of State, and the Other Regulatory Approvals listed in Section 6.4 filing of the Parent Disclosure Schedule, Bank Merger Certificates; (iii) the filing with the SEC of the Joint Proxy Statement Statement/Prospectus in definitive form, and such other filings and reports as are required under the filing and declaration of effectiveness of the F-4, Exchange Act; (iv) the filing approval of this Agreement by the shareholders of the Certificate of Merger Company in accordance with the Secretary articles of State incorporation and bylaws of the State of Delaware pursuant to the DGCL Company and applicable Law and the filing approval of the Bank Merger Agreement by the Company as the sole shareholder of the Bank in accordance with the articles of merger incorporation and articles of share exchange and other appropriate merger and share exchange documents required by the laws bylaws of the commonwealth of Virginia Bank and the state of Texas, applicable Law; (v) any notices such as may be required in connection with SmartFinancial acquiring from and succeeding to or filings with all rights, title, and interests of the SBACompany in the TPS Trust, including the issued and outstanding common securities of the TPS Trust, and SmartFinancial’s assumption of the Company’s covenants, agreements, and obligations under and relating to the Trust Preferred Securities and the Trust Debentures, in each case subject to the terms and conditions of the TPS Documents”); and (vi) any consents, authorizations, approvals, filings waivers, notices, filings, and registrations the failure of which to obtain, give, or exemptions make would not, individually or in connection with compliance with the applicable provisions of federal and state securities laws relating to aggregate, have a material impact on the regulation of broker-dealersCompany or the Bank or their Subsidiaries or, investment companies, investment advisers or transfer agents and federal commodities laws relating to after the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers Mergers and the rules and regulations thereunder and of any securities Bank Merger, the Surviving Corporation or futures exchange the Surviving Bank or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance their Subsidiaries. As of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent date of this Agreement, the Company does not have Knowledge of any reason why any of the consents, approvals, or waivers referred to in this Section 4.2(f) will not be obtained or received in a timely manner without the imposition of any Burdensome Condition (as defined in Section 8.1(b)).

Consents and Approvals. Except for (i) the filing of applications applications, filings 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 Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board Board, the Indiana Department of Financial Institutions (the “IDFI”) and the Ohio Division of Financial Institutions (“ODFI”) in connection with the Bank Merger, including under the BHC Act Bank Merger Act, and approval of such applications applications, filings and notices, (iiiv) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent MainSource Disclosure ScheduleSchedule or Section 4.4 of the First Financial Disclosure Schedule and approval of such applications, filings and notices, (iiiv) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of MainSource’s and First Financial’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by First Financial in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate Articles of Merger with the Indiana Secretary of State of the State of Delaware pursuant to the DGCL IBCL and the certificate of merger with the Ohio Secretary pursuant to the OGCL and the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of First Financial Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs First Financial Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by MainSource of this Agreement or (B) the consummation by Parent MainSource of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, MainSource is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing filings of applications and noticesnotices with, as applicableand receipt of consents, with authorizations, approvals, exemptions or non-objections from, the Federal Reserve Board under Securities and Exchange Commission (the BHC Act “SEC”), state securities authorities, applicable securities, commodities and approval of such applications futures exchanges, and noticesother industry self-regulatory organizations (each, an “SRO”), (iib) the filing of any other required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the United States Office of the Comptroller of the Currency (the “OCC”), the FDIC, the Pennsylvania Department of Banking and Securities (the “Banking Department”) and any other foreign, federal or state banking agency, other regulatory, self-regulatory or enforcement authorities, or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each of the bodies set forth in clauses (a) and (b), a “Governmental Entity Entity”) and approval of or non-objection to such applications, filings and notices (taken together with the Other Regulatory Approvals items listed in Section 6.4 of clause (a), the Parent Disclosure Schedule“Regulatory Approvals”), (iiic) the filing with the SEC of a proxy statement in definitive form relating to the Company Shareholders’ Meeting (including any amendments or supplements thereto, the “Proxy Statement”) and of a registration statement on Form S-4 (or such other applicable form) (the “Form S-4”) in which the Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4, (ivd) the filing of the Statement of Merger with the Pennsylvania Department and the Certificate of Merger with the Ohio Secretary of State of the State of Delaware pursuant to the DGCL State, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixe) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Purchaser Common Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Purchaser Common Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNasdaq, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent Company of the Transaction Merger or the Bank 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 Parent Company of this Agreement.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ or NYSE, and the approval of the listing of the shares of BANC Common Stock to be issued pursuant to this Agreement and the New BANC Preferred Stock on the NYSE, (b) the filing of any required applications, filings, certificates and notices, as applicable, with the Federal Reserve Board under the BHC Act with respect to the Mergers, the Federal Reserve Act with respect to the FRS Membership and the Bank Merger Act with respect to the Bank Merger and approval or waiver of such applications applications, filings, certificates and notices, (iic) the filing of any required applications, filings filings, certificates and notices, as applicable, with the CDFPI, and approval, exemption or notices with any Governmental Entity waiver of such applications, filings, certificates and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedulenotices, (iiid) the filing with the SEC of (i) any filings that are necessary under the Proxy Statement and applicable requirements of the Exchange Act, including the filing of the Joint Proxy Statement, and (ii) the S-4 and declaration of effectiveness of the F-4S-4, (ive) the filing of the Certificate of Delaware Merger Certificates with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and filing of the Articles of Merger with the Maryland Department pursuant to the MGCL, and the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixf) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of BANC Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosAgreement, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by BANC and Merger Sub of this Agreement or (ii) the consummation by Parent BANC and Merger Sub of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger and the BANC Share Issuance). No As of the date hereof, BANC has no knowledge of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Mergers, the FRS Membership and delivery by Parent of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (iib) the filing of any required applications, filings and notices, as applicable, with the FDIC and the NCCOB in connection with the Bank Merger, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices with FINRA and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state regulatory authorities listed in on Section 6.4 3.4 of the Parent CIT Disclosure ScheduleSchedule or Section 4.4 of the BancShares Disclosure Schedule and approval of such applications, filings and notices, (iiie) the filing of any required applications, filings and notices, as applicable, with Nasdaq, (f) the filing by BancShares with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the F-4S-4, (ivg) the filing of the DE Certificate of Merger with the Delaware Secretary pursuant to the DGCL, the filing of the Second Step NC Articles of Merger with the North Carolina Secretary of State pursuant to the NCBCA, the filing of the Second Step DE Certificate of Merger with the Delaware Secretary pursuant to the DGCL, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of the Certificate of Merger Designations for the New BancShares Preferred Stock with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasSecretary, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixh) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of BancShares Class A Common Stock and New BancShares Preferred Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares BancShares Class A Common Stock and Parent ADSs New BancShares Series C Preferred Stock on Nasdaq, and (i) such filings as may be required in connection with BancShares assuming the NYSESenior and Subordinated Notes and CIT’s covenants, (x) the registration with agreements, and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) obligations under and relating to the Share Exchange (2012 Indenture and 2018 Indenture, if any, in each case subject to the “Prospectus”), (xi) the filing terms and conditions of the Deed of execution of the Capital Increase against contribution in kind2012 Indenture and 2018 Indenture, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Segurosas applicable, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution, delivery and performance by the BancShares Parties of this Agreement or the execution, delivery, or performance by FCB of the Bank Merger Agreement, or (ii) the consummation by Parent the BancShares Parties of the Transaction Merger and the Second Step Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No BancShares Party is aware of any reason why the necessary regulatory approvals and consents or approvals will not be received by the applicable BancShares Party to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger, the Second Step Merger, and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings and notices, as applicable, with NASDAQ Stock Market LLC (“NASDAQ”) or notices with any Governmental Entity NYSE, and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulelisting of the shares of BANC Common Stock to be issued pursuant to this Agreement and the New BANC Preferred Stock on the NYSE, (iiib) the filing of any required applications, filings, certificates and notices, as applicable, with the Board of Governors of the Federal Reserve System or Federal Reserve Bank of San Francisco (together, the “Federal Reserve”) under the BHC Act with respect to the Mergers, the Federal Reserve Act with respect to the FRS Membership and the Bank Merger Act with respect to the Bank Merger and approval or waiver of such applications, filings, certificates and notices, (c) the filing of applications, filings, certificates and notices, as applicable, with the California Department of Financial Protection and Innovation (the “CDFPI”), and approval, exemption or waiver of such applications, filings, certificates and notices, (d) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (i) any filings that are necessary under the applicable requirements of the Exchange Act, including the filing of a joint proxy statement in definitive form relating to the meetings of PACW’s stockholders and BANC’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”), and (ii) 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 BANC in connection with the transactions contemplated by this Agreement (the “S-4”) and the filing and declaration of effectiveness of the F-4S-4, (ive) the filing of the Certificate of Delaware Merger Certificates with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and filing of the Articles of Merger with the Maryland Department pursuant to the MGCL, and the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixf) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of BANC Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosAgreement, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by PACW of this Agreement or (ii) the consummation by Parent PACW of the Transaction Mergers and the other transactions contemplated by this Agreementhereby (including the FRS Membership and the Bank Merger). No As of the date hereof, PACW has no knowledge of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Mergers, the FRS Membership and delivery by Parent of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings and notices, as applicable, with the NYSE or Nasdaq Global Select Market (“Nasdaq”), (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and Bank Merger Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the Securities and Exchange Commission (the “SEC”), and approval of such applications, filings and notices, (d) the filing of any required notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 Office of the Parent Disclosure ScheduleComptroller of the Currency (the “OCC”), (iiie) the filing of any required applications, filings and notices, as applicable, with the Bureau of Financial Institutions (the “BFI”) of the VSCC in connection with the Mergers, and approval of such applications, filings and notices, (f) the filing with the SEC of the Proxy Statement Statement/Prospectus and the filing Registration Statement (in which the Proxy Statement/Prospectus will be included), and the declaration of effectiveness of the F-4Registration Statement, (ivg) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware VSCC pursuant to the DGCL VSCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixh) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Buyer Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Buyer Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any court, administrative agency or commission, Regulatory Agency or other governmental or regulatory authority or instrumentality (each, a “Governmental Entity Entity”) or any third party are necessary in connection with (i) the execution and delivery by AMNB of this Agreement or (ii) the consummation by Parent AMNB of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, AMNB is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this AgreementMergers on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (b)(i) compliance with the premerger notification filing requirements under Part IX of the Competition Act (Canada) and the expiration of the applicable waiting period in relation thereto or (ii) receipt of an ARC pursuant to section 102 of the Competition Act (Canada), (c) the filing of any required applicationsa notification under the Investment Canada Act, filings or notices with any Governmental Entity (d) the filing of applications with, and the Other Regulatory Approvals listed approval of such applications by, the appropriate financial regulatory authorities in Section 6.4 of the Parent Disclosure Scheduleprovinces, states and countries in which CIT or any CIT Subsidiary conducts business, (iiie) receipt of exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the issuance of and first trade in CIT Common Stock, (f) the filing with the SEC Court, the SEC, the OSC and other Canadian securities regulatory authorities of the Proxy Statement Circular and the filing and declaration of effectiveness of the F-4Registration Statement, (ivg) the filing approval of the Certificate of Merger with the Secretary of State CIT Shareholder Matters, (h) approval of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws listing of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required CIT Common Stock to be made or obtained under issued in the securities or “Blue Sky” laws of various states in connection with the issuance Arrangement, upon exchange of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Exchangeable Shares and Parent ADSs upon exercise of the Replacement Options on the NYSE, (xi) the registration with and verification by the National Securities Exchange Commission approvals or orders in respect of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals CIT and/or DKB under section 518 or 521 of the Bank Act (Canada), and (j) approvals, if applicable, of Spain the Ministry of Finance of Japan and the Spanish Direccion General de SegurosFinancial Supervisory Agency of Japan, no consents consents, orders or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with (1) the execution and delivery by CIT of this Agreement, the Arrangement Documents and the Plan of Arrangement and by Newco and Exchangeco of the Arrangement Documents and (2) the consummation by Parent CIT, Newco and Exchangeco of the Transaction Arrangement and the other transactions contemplated hereby and by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this AgreementArrangement Documents.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NYSE, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking or insurance authorities listed in on Section 6.4 3.4 of the Parent Sterling Disclosure ScheduleSchedule or Section 4.4 of the Xxxxxxx Disclosure Schedule and approval of such applications, filings and notices, (iiie) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Sterling’s and Xxxxxxx’x stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Xxxxxxx in connection with the transactions contemplated by this Agreement (the “S-4”) and the filing and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Xxxxxxx Certificate Amendment, the Certificate of Merger and the Certificate of Designations for the New Xxxxxxx Preferred Stock with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Xxxxxxx Common Stock and New Xxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares Xxxxxxx Common Stock and Parent ADSs New Xxxxxxx Preferred Stock (or depositary shares in respect thereof) on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by Sterling of this Agreement or (ii) the consummation by Parent Sterling of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Sterling is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except No consents, approvals or authorizations of, or filings or registrations with, or notifications to, any Governmental Authority are necessary in connection with (a) the execution and delivery by the Company of this Agreement or the Voting Agreements or (b) the consummation by the Company of the Merger Transactions, except for (i) 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 applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of the Joint Proxy Statement Statement/Prospectus in a definitive form relating to the matters to be submitted to the Company Stockholders at the Company Stockholders Meeting and to the Parent Stockholders at the Parent Stockholders Meeting and of a registration statement on Form S-4 in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Common Stock to be issued as Merger Consideration (such registration statement and any amendments or supplements thereto, the “Registration Statement”), and the filing and declaration of effectiveness by the SEC of the F-4Registration Statement, (ivii) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDelaware, (v) any notices to or filings with the SBA, (viiii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions rules of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsNYSE, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixiv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares New Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEAgreement, (xv) any notices or filings under the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”)HSR Act, (xi) the filing of the Deed of execution of the Capital Increase against contribution in kindor any notices, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction filings or approvals under any other applicable competition, merger control, antitrust or similar Law or regulation, and (xiivi) required approvals of the Bank of Spain and the Spanish Direccion General de Segurossuch other consents, no consents or approvals of or authorizations, approvals, filings or registrations the absence or unavailability of which would not reasonably be expected to have a Material Adverse Effect with any Governmental Entity are necessary in connection with respect to the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents Company or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreementits Subsidiaries.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity state or foreign agencies and approval of such applications and notices (the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule"State Approvals"), (iii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of Mercantile's and Firstar's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement"), and of the registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement and the filing and declaration of effectiveness of the F-4will be included as a prospectus, (iv) the filing of the Certificate of Merger Wisconsin Articles with the Secretary of State of the State of Delaware Wisconsin Department pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasWBCL, (v) any notices to or filings the filing of the Missouri Articles with the SBAMissouri Secretary pursuant to the MBCL, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization ("SRO"), and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, laws and (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Firstar Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosAgreement, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent Firstar of this AgreementAgreement and the Option Agreements and (B) the consummation by Firstar of the transactions contemplated hereby and thereby.

Consents and Approvals. Except for (ia)(i) compliance with the premerger notification filing requirements under Part IX of the Competition Act (Canada) and the expiration of the applicable waiting period in relation thereto or (ii) receipt of an advance ruling certificate (an "ARC") pursuant to section 102 of the Competition Act (Canada), (b) the filing of applications and notices, as applicable, with the Federal Reserve Board under appropriate financial regulatory authorities in the BHC Act provinces, states and approval of such applications and noticescountries in which Newcourt or any Newcourt Subsidiary conducts business, (iic) receipt of exemption orders from the filing of any required applications, filings or notices provincial securities regulators from the registration and prospectus requirements with any Governmental Entity and respect to the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleExchangeable Shares, (iiid) the filing with the SEC Court, the SEC, the OSC and other Canadian securities regulatory authorities of a joint proxy statement and proxy circular in definitive form relating to the meetings of Newcourt's shareholders and CIT's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Circular") and the mailing to Newcourt's shareholders of the Proxy Statement Circular and the filing by CIT and declaration of the effectiveness of the F-4Registration Statement in respect of the shares of CIT Common Stock issuable upon the exchange of the Exchangeable Shares, (ive) the filing approval of the Certificate Plan of Merger with Arrangement by the Secretary of State requisite vote of the State shareholders of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasNewcourt, (vf) any notices to or filings with the SBADirector appointed pursuant to Section 278 of the OBCA, (vig) any consents, authorizations, approvals, filings or exemptions in connection with compliance with approval of the applicable provisions TSE regarding the listing of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsExchangeable Shares, (viii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance approval of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing Court of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report Arrangement and the filing of the necessary report Articles of Arrangement and any other documents required by the OBCA by way of issuance of the expert designated by Interim Order and the Commercial Registry relating to Final Order, and (h) such filings, authorizations, orders and approvals as may be required under the fair value Ontario Securities Act and other relevant Canadian securities statutes, any other applicable federal, provincial or state securities laws and the rules of the assets acquired by Parent in TSE, the Transaction and (xii) required approvals of the Bank of Spain ME and the Spanish Direccion General de SegurosNYSE, no consents consents, orders or approvals of or filings or registrations with any foreign or domestic court, regulatory body, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") or with any third party are necessary in connection with (1) the execution and delivery by Newcourt of this Agreement and the Plan of Arrangement and (2) the consummation by Parent Newcourt of the Transaction Arrangement and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreementhereby.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking or insurance authorities listed in on Section 6.4 3.4 of the Parent Umpqua Disclosure ScheduleSchedule or Section 4.4 of the Columbia Disclosure Schedule and approval of such applications, filings and notices, (iiie) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the F-4S-4, (ivf) the filing of the Certificate Columbia Articles Amendment with the Washington Secretary, the Articles of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the Oregon Secretary pursuant to the OBCA, and the Oregon Articles of Merger with the Oregon Secretary pursuant to the OBCA, the filing of articles the Washington Articles of merger Merger with the Washington Secretary pursuant to the WBCA, and articles of share exchange and other appropriate merger and share exchange documents required by the laws filing of the commonwealth of Virginia Bank Merger Certificates and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Columbia Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Columbia Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Columbia and Merger Sub of this Agreement or (ii) the consummation by Parent Columbia and Merger Sub of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Columbia has no knowledge of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Mergers and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications applications, filings and noticesnotices with the applicable Governmental Entities (including with Insurance Regulators under applicable Insurance Laws), as applicable, with set forth in Section 3.4 of the Federal Reserve Board under Company Disclosure Schedule and, where noted therein, the BHC Act and approval of such applications applications, filings and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of a proxy statement in definitive form relating to the meeting of the Company’s shareholders and the meeting of the Parent’s shareholders, in each case, to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (iviii) the filing of the Certificate of Merger with the New Jersey Secretary of State of the State of Delaware pursuant to the DGCL and NJBCA, (iv) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act or applicable foreign antitrustAct”), competition or similar laws, and (ixv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Common Shares pursuant to this Agreement and the approval of the listing of such Parent Ordinary Common Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share New York Stock Exchange (the “ProspectusNYSE”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by the Company of this Agreement or (B) the consummation by Parent the Company of the Transaction Merger and the other transactions contemplated by hereby. As used in this Agreement, “SRO” means (x) any “self-regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (y) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. No As of the date hereof, the Company is not aware of any reason why all necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this AgreementMerger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings, notices and noticesrequests for waiver, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and noticesnotices or granting of such waivers, as applicable, (iib) the filing of any required applications, filings and notices, as applicable, with the FDIC and the Texas Department of Banking in connection with the Bank Merger and approval of such applications, filings and notices, (c) the filing of an exit notice with the Office of the Comptroller of the Currency (the “OCC”) pursuant to 12 C.F.R. § 5.33(k) with respect to the Bank Merger and the filing of any other required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals federal or state banking authorities listed in on Section 6.4 3.4 of the Parent CBTX Disclosure ScheduleSchedule or Section 4.4 of the Allegiance Disclosure Schedule and approval of such applications, filings and notices, as applicable, (iiid) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by CBTX with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to meetings of CBTX’s shareholders and Allegiance’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC of by CBTX in connection with the Proxy Statement transactions contemplated by this Agreement (the “S-4”) and the filing and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Certificate of Merger with the Texas Secretary of State of the State of Delaware pursuant to the DGCL and TBOC, (g) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal Governmental Entities as required by applicable law and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixh) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of CBTX Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs CBTX Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by CBTX of this Agreement or (ii) the consummation by Parent CBTX of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, CBTX has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals CBTX to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under FRB, the BHC Act FDIC, the TDFI and the NCCOB, with respect to the Merger, the Second Step Merger and the Bank Merger, as applicable, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals, (iii) the filing with the SEC of the Form S-4 (which shall include the Joint Proxy Statement and the filing Statement/Prospectus) and declaration of effectiveness of the F-4Form S-4 by the SEC, (iv) compliance with the applicable requirements of the Exchange Act and 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 constituting the Merger Consideration pursuant to this Agreement, (v) the filing of the Certificate Articles of Merger and the North Carolina Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA, the filing of the Tennessee Articles of Merger with the Tennessee Secretary pursuant to the TBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBABank Merger Certificates, (vi) any notice or filings under the HSR Act and (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchantsagents, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRONasdaq, or that which are required under consumer finance, insurance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Entity or Regulatory Agency are necessary in connection with (A) the execution and delivery by Target of this Agreement or (B) the consummation by Parent Target or any of its Subsidiaries, as applicable, of the Transaction Mergers and the other transactions contemplated hereby (including the Bank Merger). Except for any consents, authorizations, or approvals which are listed in Sections 4.3 or 4.4 of the Target Disclosure Schedule, receipt of the Requisite Target Vote and adoption and approval of the Bank Merger Agreement by this Agreement. No consents Target as the sole shareholder of Target Bank, no consents, authorizations, or approvals of or filings or registrations with any person, other than a Governmental Entity or Regulatory Agency, are necessary in connection with (x) the execution and delivery by Parent Target of this AgreementAgreement or (y) the consummation by Target or any of its Subsidiaries, as applicable, of the Mergers and the other transactions contemplated hereby (including the Bank Merger).

Consents and Approvals. Except for (i) the approval of this Agreement with respect to the Migratory Merger by the Required Banknorth Vote, (ii) the adoption of this Agreement with respect to the Mergers by the Banknorth Delaware Required Vote, (iii) approval of the listing of the TD Common Shares to be issued in the Acquisition Merger on the Toronto Stock Exchange and the New York Stock Exchange, (iv) approval of the listing of the Banknorth Delaware Common Stock to be issued in the Migratory Merger on the New York Stock Exchange, (v) 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 applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiivi) the filing with the SEC United States Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the shareholders of Banknorth to be held to vote on the adoption of this Agreement with respect to the Migratory Merger (the “Proxy Statement Statement/Prospectus”) and the filing with, and declaration of effectiveness by, the SEC of the F-4combined registration statement on Form F-4 relating to the TD Common Shares to be issued in the Acquisition Merger and on Form S-4 with respect to the shares of Banknorth Delaware Common Stock to be issued in the Migratory Merger (the “Registration Statement”) in which the Proxy Statement/Prospectus will be included as a prospectus, and any related filings or approvals under applicable state securities or blue sky laws, (ivvii) the filing of the Migratory Merger Certificates and the Certificate of Merger with the Secretary Secretaries of State of the State States of Delaware Maine and Delaware, as applicable, pursuant to the DGCL MBCA and the filing DGCL, as applicable, (viii) the consents and approvals set forth in Section 3.4 of articles the Banknorth Disclosure Schedule, (ix) any notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of merger and articles of share exchange and other appropriate merger and share exchange documents required 1976, as amended (the “HSR Act”), (x) approval by the Superintendent of Financial Institutions (Canada) under the Bank Act (Canada) of (1) the acquisition by TD of a substantial investment in each direct subsidiary of Banknorth that carries on a financial services activity and (2) the issuance of the TD Common Shares constituting the TD Stock Consideration (the “OSFI Approval”), (xi) such applications, filings, authorizations, orders and approvals as may be required under the banking laws of the commonwealth states listed in Section 3.4 of Virginia and the state of TexasBanknorth Disclosure Schedule (the “State Banking Approvals”), (vxii) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and or state securities laws relating to the regulation of broker-dealers, investment companiescompanies and investment advisors, investment advisers or transfer agents (xiii) such filings, notifications and federal commodities laws relating to approvals as are required under the regulation Small Business Investment Act of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers 1958 (“SBIA”) and the rules and regulations of the Small Business Administration (“SBA”) thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (viixiv) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings consents and approvals of third parties which are not Governmental Entities (as are required hereinafter defined), the failure of which to be made obtained will not have and would not be reasonably expected to have, individually or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Segurosaggregate, a Material Adverse Effect on Banknorth or TD, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each, a “Governmental Entity”) or with any Governmental Entity other third party are necessary in connection with (A) the execution, delivery and performance by Banknorth and Banknorth Delaware of this Agreement and the Stockholders Agreement and (B) the consummation by Parent Banknorth and Banknorth Delaware of the Transaction Migratory Merger, the consummation by Banknorth Delaware of the Acquisition 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 hereby and delivery by Parent of this Agreementthereby.

Consents and Approvals. Except for (ia) the filing by FNB 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 the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of BCSB Bank with and into FNB Bank, the filing of applications and notices, as applicable, with the Federal Reserve Board under FDIC, the BHC Act Office of the Comptroller of the Currency (the “OCC”), and any state regulatory authority, including but not limited to the Department of Labor, Licensing and Regulation of the State of Maryland (the “MD DLLR”), and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of BCSB shareholders to be held in connection with this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Registration Statement”) in which the Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of Articles of Merger, including a certificate of conveyance, with and the Certificate acceptance for record by the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasFBCA, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixd) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of FNB Common Stock pursuant to this Agreement Agreement, and approval of the listing on the NYSE of such Parent Ordinary Shares and Parent ADSs on FNB Common Stock issuable in the NYSEMerger, (xe) the registration with and verification adoption of this Agreement by the National Securities Exchange Commission affirmative vote of Spain at least a majority of the issued and outstanding shares of BCSB Common Stock, and (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xif) the filing execution and delivery by the Surviving Company and the relevant trustees or agents of supplemental indentures and relevant documents under the provisions of BCSB’s trust preferred securities instruments and the related debt indentures set forth on Section 3.4 of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosBCSB Disclosure Schedule, no consents or approvals of or filings or registrations by BCSB with any court, administrative agency or commission or other governmental authority or instrumentality of federal, state, local or foreign government (each, a “Governmental Entity Entity”), any industry self-regulatory organization (“SRO”) or other Person are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent BCSB of this Agreement and (B) the consummation by BCSB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, BCSB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of the national and/or state Bank Subsidiaries of Sky and Huntington, the filing of applications and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) or the Division of Financial Institutions of the Ohio Department of Commerce (the “Ohio DFI”) and the Federal Reserve Board, and approval of such applications and notice, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity foreign or state banking, insurance or other regulatory authorities and approval of such applications and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the a Proxy Statement in definitive form relating to the meetings of Sky’s shareholders and Huntington’s stockholders to be held in connection with this Agreement and the filing 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 F-4Form S-4, (iv) the filing of the Articles of Merger with and the acceptance for record by the SDAT pursuant to the MLLCA and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Ohio pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasOGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”), and the rules of the Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Huntington Common Stock pursuant to this Agreement, (ix) the adoption of this Agreement by the requisite vote of shareholders of Sky and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of filings, if any, required as a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing result of the Deed particular status of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosHuntington or Merger Sub, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Sky of this Agreement and (B) the consummation by Parent Sky of the Transaction 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 Parent of this Agreement.

Consents and Approvals. Except for (ia) the filing of applications 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 approval of such applications applications, filings and notices, (iic) the filing of applications, filings and notices, as applicable, with the Georgia Department of Banking and Finance in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any Governmental Entity and state banking authorities listed on Section 3.4 of the Other Regulatory Approvals listed in Company Disclosure Schedule or Section 6.4 4.4 of the Parent Disclosure ScheduleSchedule and approval of such applications, filings and notices, (iiie) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the F-4S-4, (ivf) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) 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 Ordinary Shares Common Stock pursuant to this Agreement and (h) the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNew York Stock Exchange, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent or Merger Sub of this AgreementAgreement or (ii) the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby (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. (a) Except for (i) 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 applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of a joint proxy statement in definitive form (the “Joint Proxy Statement Statement/Prospectus”) relating to the special meeting of MCC’s stockholders to be held in order to obtain MCC Stockholder Approval (the “MCC Stockholder Meeting”) and the filing special meeting of SIC’s stockholders to be held to vote on the SIC Matters (the “SIC Stockholder Meeting”) and of a registration statement on Form N-14 (the “Form N-14 Registration Statement”) in which the Joint Proxy Statement/Prospectus will be included as a prospectus, and declaration of effectiveness of the F-4Form N-14 Registration Statement by the SEC, (ivii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles the Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasMerger with SDAT, (viii) any notices to or filings with the SBAnotices, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SROthe NYSE, or that are required under consumer finance, mortgage banking and any other similar lawsapplicable self-regulatory organization (“SRO”), (viiiv) any notices, filings or consents of the Parent Shareholder ApprovalSBA required to keep the SBA Debentures outstanding following the Effective Time, (viiiv) any notices or filings under the HSR Act or and the expiration of applicable foreign antitrust, competition or similar lawswaiting periods, (ixvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of SIC Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEAgreement, (xvii) receipt of the registration with and verification by the National Securities Exchange Commission SEC Exemptive Relief, or (viii) as set forth on Section 4.4(a) of Spain MCC Disclosure Schedule (the “NSEC”foregoing (i) of a prospectus through (folletoviii) relating referred to the Share Exchange (collectively as the “ProspectusMCC Required Approvals”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kindno other consents, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Segurosauthorizations, no consents approvals, or approvals of exemptions from, or notices to, or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with with, any Governmental Entity are necessary in connection with the execution and delivery by Parent MCC of this Agreement or the consummation by MCC of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity state or foreign agencies and approval of such applications and notices (the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule"State Approvals"), (iii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of CCB's and NCBC's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement"), and of the registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement and the filing and declaration of effectiveness of the F-4will be included as a prospectus, (iv) the filing of the Certificate Articles of Merger with the North Carolina Secretary of State of and the State of Delaware Tennessee Secretary pursuant to the DGCL NCBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasTBCA, respectively, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self- regulatory organization ("SRO"), and the rules of The New York Stock Exchange, Inc. ("NYSE"), or that which are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixvi) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the Parent Ordinary Shares shares of NCBC Capital Stock pursuant to this Agreement and (vii) the approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification this Agreement by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing requisite vote of the Deed shareholders of execution CCB and NCBC (including the approval of the Capital Increase against contribution in kind, the filing amendment of the necessary auditors’ report and the filing of the necessary report of the expert designated NCBC Charter contemplated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosSection 1.7), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") are necessary in connection with (A) the execution and delivery by NCBC of this Agreement and (B) the consummation by Parent NCBC of the Transaction 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 Parent of this Agreementhereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals, (iii) the filing with the SEC of the Joint Proxy Statement and the filing and declaration of effectiveness of the F-4Form S-4, (iv) the filing of the Articles of Merger with the Rhode Island Secretary pursuant to the RIBCA and the issuance by the Rhode Island Secretary of a Certificate of Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDGCL, (v) any notices to or filings with the SBA, (vi) any notices or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable SRO, and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Bank of America Capital Stock pursuant to this Agreement and Agreement, (ix) the approval of listing this Agreement by the requisite vote of such Parent Ordinary Shares stockholders of Bank of America and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of filings, if any, required as a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing result of the Deed particular status of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosFleetBoston, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Bank of America of this Agreement or the Stock Option Agreements and (B) the consummation by Parent Bank of America of the Transaction 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 Agreement and the execution and delivery by Parent of this AgreementStock Option Agreements.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and the Office of the Superintendent of Financial Institutions (Canada) (“OSFI”) under the Bank Act (Canada) and approval of such applications applications, filings and notices, (ii) the filing of any required applications, filings or notices notices, as applicable, with any Governmental Entity the Financial Industry Regulatory Authority (“FINRA”) and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, filings and notices, (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and of the registration statement on Form F-4 in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Parent in connection with the transactions contemplated by this Agreement (the “F-4”) and declaration of effectiveness of the F-4, (iv) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDGCL, (v) the filing of any notices to or other filings with under the SBAXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vi) the receipt of the FDIC’s consent required under any consents, authorizations, approvals, filings loss sharing agreement between Company or exemptions in connection with compliance with the applicable provisions any of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers its Subsidiaries and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsFDIC, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Common Shares pursuant to this Agreement and (viii) the approval of the listing of such Parent Ordinary Common Shares and the New Parent ADSs Preferred Shares on the New York Stock Exchange (“NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) and, in the case of a prospectus (folleto) relating to such Parent Common Shares only, the Share Toronto Stock Exchange (the “ProspectusTSX”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Company of this Agreement or (B) the consummation by Parent Company of the Transaction Merger and the other transactions contemplated by hereby. As used in this Agreement, “SRO” means (x) any “self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (y) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. No As of the date hereof, Company is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this AgreementMerger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act, with the NCCOB under Chapters 53 and 53C of the North Carolina General Statutes and with the Office of the Comptroller of the Currency (the “OCC”) under the National Bank Act and Bank Merger Act, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission of a joint proxy statement in definitive form relating to the meeting of YDKN’s shareholders to be held in connection with this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (the “Registration Statement”) in which the Joint Proxy Statement will be included as a prospectus, and the filing and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of the Certificate North Carolina Articles of Merger with with, and its acceptance for record by, the Secretary of State of the State of Delaware North Carolina pursuant to the DGCL NCBCA, the filing of the Florida Articles of Merger with, and its acceptance for record by, the Secretary of State of the State of Florida pursuant to the FBCA, and the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixd) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of FNB Common Stock pursuant to this Agreement and approval of the listing on the NYSE of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission shares of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent FNB Common Stock issuable in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosMerger, no consents or approvals of of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of any federal, state, local or foreign government (each, a “Governmental Entity Entity”) or any industry self-regulatory organization, including the Financial Industry Regulatory Authority, Inc. (“SRO”), are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent YDKN of this AgreementAgreement and (ii) the consummation by YDKN of the Merger and the other transactions this Agreement contemplates. No event has occurred, nor has any circumstance arisen, that, to the knowledge of YDKN, would reasonably be likely, either individually or together with any other event or circumstance, to impair the ability to obtain or materially delay the receipt of the Requisite Regulatory Approvals on a timely basis or result in the imposition of a Materially Burdensome Regulatory Condition.

Consents and Approvals. Except for (i) 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 applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of the Proxy Statement Statement/Prospectus and the filing and declaration of effectiveness of the F-4registration statement on Form S-4 in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws with respect to the issuance of Acquiror Common Stock in connection with the Merger, (iviii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Delaware, (iv) the DGCL and the filing adoption of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required this Agreement by the laws of the commonwealth of Virginia and the state of TexasRequired Acquiror Vote, (v) any notices to or filings with under the SBAHSR Act, and the expiration or termination of any applicable waiting periods thereunder, (vi) any the filings, approvals and consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as set forth in Section 5.4(vi) of Acquiror Disclosure Letter, (vii) the consents, authorizations, approvals, filings or exemptions in connection with compliance with pursuant to the applicable provisions of federal and federal, state or foreign securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder ApprovalLaws, (viii) any notices or filings under the HSR Act or applicable foreign antitrustconsents and approvals set forth in Section 5.4(viii) of Acquiror Disclosure Letter, competition or similar laws, and (ix) such the consents, authorizations, approvals, filings and approvals as registrations of third parties which are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kindnot Governmental Entities, the filing failure of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating which to the fair value of the assets acquired by Parent obtain or make would not be reasonably expected to have, individually or in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Segurosaggregate, a Material Adverse Effect on Acquiror, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or of or with any other third party by and on behalf of Acquiror or Merger Sub are necessary in connection with (A) the execution and delivery of this Agreement by Acquiror and Merger Sub and (B) the consummation by Parent Acquiror of the Transaction 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 Parent of this Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of the Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the OCC or the PA DOB and the Federal Reserve Board and approval of such applications and notice, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals, (iii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4Registration Statement, (iv) the filing of the Certificate Articles of Merger with and the acceptance for record by the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL and the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasFBCA, (v) any notices to or filings with under the SBAHSR Act, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities applicable industry SRO, and the rules of FINRA or futures exchange or other SROthe NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of FNB Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs FNB Common Stock on the NYSENYSE and (viii) filings, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of if any, required as a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing result of the Deed particular status of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosCBI, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent FNB of this AgreementAgreement and (B) the consummation by FNB of the Merger and the other transactions this Agreement contemplates.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Nasdaq, (b) the filing of any required applications, filings, waiver requests and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval or waiver of such applications applications, filings, waiver requests and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the OCC under the Bank Merger Act of 1960, and approval or notices waiver of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with any Governmental Entity state bank regulatory authority with respect to South State Bank’s establishment and operation of Atlantic Capital Bank’s branches and other offices following the Bank Merger Effective Time, and the Other Regulatory Approvals approvals or waivers of such applications, filings and notices, (e) the filing of any required applications, filings and notices, as applicable, with each Applicable Agency and the receipt of any required consents or approvals from each Applicable Agency, (f) those additional applications, filings and notices, if any, listed in on Section 6.4 3.4 of the Parent Atlantic Capital Disclosure ScheduleSchedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices, (iiig) the filing with the SEC of the Proxy Statement Statement, and the filing S-4, and the declaration by the SEC of the effectiveness of the F-4S-4, (ivh) the filing of the Certificate Certificates of Merger with the Georgia Secretary of State of the State of Delaware pursuant to the DGCL GBCC and the South Carolina Secretary pursuant to the SCBCA, the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal Governmental Entities as required by applicable law, and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs South State Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNasdaq, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by South State of this Agreement or (ii) the consummation by Parent South State of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, South State has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals South State to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity other federal, state or foreign banking agencies or banking regulatory authorities and approval of such applications and notices (the "Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals"), (iii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a Joint Proxy Statement/Prospectus in definitive form relating to the meeting of NCF's and STI's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement"), and of the registration statement on Form S-4 (the "Form S-4") in which the Joint Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4, (iv) the filing of the Georgia Certificate of Merger with the Georgia Secretary of State of the State of Delaware pursuant to the DGCL GBCC and the filing of articles Tennessee Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Merger with the laws of Tennessee Secretary pursuant to the commonwealth of Virginia and the state of TexasTBCA, (v) any notices to or filings with the Small Business Administration (the "SBA"), (vi) any notice or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization ("SRO"), and the rules of the NYSE, or that which are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the Parent Ordinary Shares shares of STI Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on Agreement, (ix) the NYSESTI Shareholder Approval, (x) such applications, filings, authorizations, approvals and orders as may be required under the registration with laws of any state or the federal laws of the United States in respect of NCF's insurance business, and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing approval of the Deed listing of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating STI Common Stock to the fair value of the assets acquired by Parent be issued in the Transaction and (xii) required approvals of Merger on the Bank of Spain and the Spanish Direccion General de SegurosNYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") or with any third party are necessary in connection with (A) the execution and delivery by STI of this Agreement and (B) the consummation by Parent STI of the Transaction 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 Parent of this Agreementhereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications the listing on the NYSE, subject to official notice of issuance, of the shares of Acquiror Common Stock to be issued in the Merger and noticesto be reserved for issuance upon exercise or settlement of Acquiror Options and Converted Awards issued in substitution for Company Options and Company Stock-Based Awards in accordance with Sections 2.4(a) and 2.4(b), (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of the Proxy Statement Statement/Prospectus and the filing and declaration of effectiveness of the F-4registration statement on Form S-4 in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws with respect to the issuance of Acquiror Common Stock in connection with the Merger, (iviii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Delaware, (iv) the DGCL and the filing adoption of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required this Agreement by the laws of the commonwealth of Virginia and the state of TexasRequired Company Vote, (v) any notices to or filings with under the SBAHSR Act and the expiration or termination of any applicable waiting periods thereunder, (vi) any the filings, approvals and consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as set forth in Section 5.4(vi) of the Acquiror Disclosure Letter, (vii) the consents, authorizations, approvals, filings or exemptions in connection with compliance with pursuant to the applicable provisions of federal and federal, state or foreign securities laws Laws, commodities futures Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, investment companiescommodities futures merchants, investment advisers or transfer agents companies and federal commodities laws relating to investment advisors and set forth in Section 5.4(vii) of the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder ApprovalAcquiror Disclosure Letter, (viii) any notices or filings under the HSR Act or applicable foreign antitrustconsents and approvals set forth in Section 5.4(viii) of the Acquiror Disclosure Letter, competition or similar laws, and (ix) such the consents, authorizations, approvals, filings and approvals as registrations of third parties which are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kindnot Governmental Entities, the filing failure of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating which to the fair value of the assets acquired by Parent obtain or make would not be reasonably expected to have, individually or in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Segurosaggregate, a Material Adverse Effect on Acquiror, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or of or with any other third party by and on behalf of Acquiror or Merger Sub are necessary in connection with (A) the execution and delivery by Acquiror of this Agreement and the Voting Agreement and the execution and delivery by Merger Sub of this Agreement and (B) the consummation by Parent Acquiror and Merger Sub of the Transaction 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 Agreement and the execution and delivery by Parent of this Voting Agreement.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board, the ODFI and the IDFI in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent MainSource Disclosure ScheduleSchedule or Section 4.4 of the First Financial Disclosure Schedule and approval of such applications, filings and notices, (iiiv) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate Articles of Merger with the Indiana Secretary of State of the State of Delaware pursuant to the DGCL IBCL and the certificate of merger with the Ohio Secretary pursuant to the OGCL, and the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of First Financial Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs First Financial Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by First Financial of this Agreement or (B) the consummation by Parent First Financial of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, First Financial is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications 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 under in connection with the BHC Act Merger and approval or waiver 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”) in connection with the Bank Merger and approval of such applications applications, filings and notices, (iid) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent TCF Disclosure ScheduleSchedule or Section 4.4 of the Chemical Disclosure Schedule and approval of such applications, filings and notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of TCF’s stockholders and Chemical’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Chemical in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration by the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the Michigan DLRA pursuant to the MBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Chemical Common Stock and New Chemical Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and (h) the approval of the listing of such Parent Ordinary Shares Chemical Common Stock and Parent ADSs New Chemical Preferred Stock (or depositary shares in respect thereof) on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by TCF of this Agreement or (ii) the consummation by Parent TCF of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, TCF has no knowledge of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board under System (the BHC Act “FRB”), Federal Deposit Insurance Corporation (the “FDIC”), the Tennessee Department of Financial Institutions (the “TDFI”) and the North Carolina Office of the Commissioner of Banks (the “NCCOB”), with respect to the Merger, the Second Step Merger and the Bank Merger, as applicable, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity other federal, state or foreign agencies or regulatory authorities and approval or grant of such applications, filings and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a Joint Proxy Statement/Prospectus in definitive form relating to the meetings of Parent’s and Target’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and of the registration statement on Form S-4 (the “Form S-4”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in which the Joint Proxy Statement and the filing Statement/Prospectus will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4 by the SEC, (iv) the filing of the Certificate Articles of Merger and the North Carolina Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA, the filing of the Tennessee Articles of Merger with the Tennessee Secretary pursuant to the TBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) any notices to notice or filings with under the SBAXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchantsagents, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRONasdaq, or that which are required under consumer finance, insurance, mortgage banking and other similar laws, (vii) compliance with the Parent Shareholder Approval, (viii) any notices or filings under applicable requirements of the HSR Exchange Act or applicable foreign antitrust, competition or similar laws, (ix) and 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 Ordinary Shares Common Stock constituting the Merger Consideration pursuant to this Agreement Agreement, and (viii) the approval of the listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing Nasdaq of the Deed shares of execution of Parent Common Stock to be issued as the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosMerger Consideration, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) or Regulatory Agency are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent and Merger Sub of this AgreementAgreement or (B) the consummation by Parent or any of its Subsidiaries, as applicable, of the Mergers and the other transactions contemplated hereby (including the Bank Merger). Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the Parent Disclosure Schedule, receipt of the Requisite Parent Vote and adoption and approval of the Bank Merger Agreement by Parent as the sole shareholder of Parent Bank, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary in connection with (x) the execution and delivery by Parent or Merger Sub of this Agreement or (y) the consummation by Parent or any of its Subsidiaries, as applicable, of the Mergers and the other transactions contemplated hereby (including the Bank Merger).

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and noticesAct, as amended, (iib) the filing of any required applications, filings or notices with the FDIC and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iiic) the filing with the SEC of a proxy statement in definitive form relating to the Proxy Statement meeting of Seller’s stockholders to be held in connection with this Agreement and of the filing Form S-4 in which such proxy statement will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4, (ivd) the filing of the Certificate Articles of Merger with the Delaware Secretary of State and the North Carolina Secretary of the State of Delaware pursuant to the DGCL and NCBCA, (e) the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vif) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the New York Stock Exchange (“NYSE”), or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Segurosif any, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent Seller of the Transaction 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 Parent Seller of this Agreement.

Consents and Approvals. Except for (ia)(i) compliance with the premerger notification filing requirements under Part IX of the Competition Act (Canada) and the expiration of the applicable waiting period in relation thereto or (ii) receipt of an advance ruling certificate (an "ARC") pursuant to section 102 of the Competition Act (Canada), (b) the filing of applications and notices, as applicable, with the Federal Reserve Board under appropriate financial regulatory authorities in the BHC Act provinces, states and approval of such applications and noticescountries in which Newcourt or any Newcourt Subsidiary conducts business, (iic) receipt of exemption orders from the filing of any required applications, filings or notices provincial securities regulators from the registration and prospectus requirements with any Governmental Entity and respect to the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleExchangeable Shares, (iiid) the filing with the SEC Court, the SEC, the OSC and other Canadian securities regulatory authorities of a joint proxy statement and proxy circular in definitive form relating to the meetings of Newcourt's shareholders and CIT's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Circular") and the mailing to Newcourt's shareholders of the Proxy Statement and Circular and, if required, the filing by CIT and declaration of the effectiveness of the F-4, (iv) the filing Registration Statement in respect of the Certificate shares of Merger with the Secretary of State of the State of Delaware CIT Common Stock issuable pursuant to the DGCL and Arrangement or upon the filing exchange of articles the Exchangeable Shares, (e) the approval of merger and articles the Plan of share exchange and other appropriate merger and share exchange documents required Arrangement by the laws requisite vote of the commonwealth shareholders of Virginia and the state of TexasNewcourt, (vf) any notices to or filings with the SBADirector appointed pursuant to Section 278 of the OBCA, (vig) any consents, authorizations, approvals, filings or exemptions in connection with compliance with approval of the applicable provisions TSE regarding the listing of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsExchangeable Shares, (viii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance approval of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing Court of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report Arrangement and the filing of the necessary report Articles of Arrangement and any other documents required by the OBCA by way of issuance of the expert designated by Interim Order and the Commercial Registry relating to Final Order, (h) such filings, authorizations, orders and approvals as may be required under the fair value Ontario Securities Act and other relevant Canadian securities statutes, any other applicable federal, provincial or state securities laws and the rules of the assets acquired by Parent in TSE, the Transaction ME and the NYSE and (xiij) required such filings, authorizations or approvals as may be set forth in Section 4.4 of the Bank of Spain and the Spanish Direccion General de SegurosNewcourt Disclosure Schedule, no consents consents, orders or approvals of or filings or registrations with any foreign or domestic court, regulatory body, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") or with any third party are necessary in connection with (1) the execution and delivery by Newcourt of this Agreement and the Plan of Arrangement and (2) the consummation by Parent Newcourt of the Transaction Arrangement and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreementhereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of the national and/or state Bank Subsidiaries of Sky and Huntington, the filing of applications and notices, as applicable, with the OCC or the Ohio DFI and the Federal Reserve Board and approval of such applications and notice, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals, (iii) the filing with the SEC of the Joint Proxy Statement and the filing and declaration of effectiveness of the F-4Form S-4, (iv) the filing of the Articles of Merger with and acceptance for record by the SDAT pursuant to the MLLCA and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Ohio pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasOGCL, (v) any notices to or filings with the SBA, (vi) any notices or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other applicably industry SRO, and the rules of the Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Huntington Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Huntington Common Stock on the NYSENasdaq Stock Market, (ix) the approval of the issuance of Huntington Common Stock in connection with the Merger by the requisite vote of stockholders of Huntington, and (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of filings, if any, required as a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing result of the Deed particular status of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosSky, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Huntington or Merger Sub of this Agreement and (B) the consummation by Parent Huntington or Merger Sub of the Transaction 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 Parent of this Agreement.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of any required applications, filings or and notices, as applicable, with the OCC, the CDOB and FDIC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of applications, filings and notices with any Governmental Entity the BBI to become a Massachusetts bank holding company and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, filings and notices, (iiiv) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCL MGCL and the Connecticut Secretary pursuant to the CBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Rockville Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares Rockville Common Stock on NASDAQ and Parent ADSs (viii) and the execution and delivery by United and the relevant trustees or agents of supplemental indentures and relevant documents under the provisions of United’s trust preferred securities instruments and United and its Subsidiaries’ debt indentures set forth on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing Section 6.17 of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosUnited Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Rockville of this Agreement or (B) the consummation by Parent Rockville of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Rockville is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with receipt of approvals or no objections from, and the expiration of waiting periods required by, any agency or department of any federal or state government having supervisory jurisdiction over the Parties and the transactions contemplated by this Agreement, including the Board of Governors of the Federal Reserve Board under System (the BHC Act “Federal Reserve Board”), the FDIC, the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “VBFI”) and approval the Office of such applications and noticesthe Commissioner of Banks of the State of North Carolina, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the Target Shareholder Meeting to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 registering the shares of Buyer Common Stock to be issued in the Merger (the “Form S-4”), in which the Proxy Statement and the filing will be included, and declaration of effectiveness of the F-4Form S-4 under the Securities Act, (ivc) the filing of the Certificate North Carolina Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA and the filing Virginia Articles of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Merger with the laws of Virginia State Corporation Commission pursuant to the commonwealth of Virginia and the state of TexasVSCA, (v) any notices to or filings with the SBA, (vid) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”), and the rules and regulations of The Nasdaq Global Market, or that are required under consumer finance, mortgage banking and other similar laws, and (viie) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act or applicable foreign antitrustof 1976, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain amended (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusHSR Act”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Segurosif any, no consents or approvals of or filings or registrations with any federal or state court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each, a “Governmental Entity Entity”) are necessary in connection with the consummation by Parent Target of the Transaction Merger and the other transactions contemplated by this Agreement, including the Bank Merger. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent Target of this Agreement.

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicableand receipt of consents, with authorizations, approvals, exemptions or nonobjections from, the Federal Reserve Board under Securities and Exchange Commission (the BHC Act “SEC”), NYSE, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and approval of such applications futures exchanges, and noticesother industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity Entity”) and approval of or non-objection to such applications, filings and notices (taken together with the Other Regulatory Approvals items listed in Section 6.4 of clause (i), the Parent Disclosure Schedule“Regulatory Approvals”), (iii) the filing with the SEC of a joint proxy statement in definitive form relating to the meeting of Company’s stockholders 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 and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1(a), (iv) the filing of the Certificate Articles of Merger with the Department of State of the Commonwealth of Pennsylvania and the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDelaware, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act or applicable foreign antitrust, competition or similar laws, Act”) and (ixvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Purchaser Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent Company of the Transaction 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 Parent Company of this Agreement. As of the date hereof, Company is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act Act, and approval of such applications and notices, (ii) the filing of any other required applications, filings applications or notices with any Governmental Entity state, federal or foreign agencies and approval of such applications and notices (the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule“State Approvals”), (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of LSB’s and FNB’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Joint Proxy Statement”), and of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement and the filing and declaration of effectiveness of the F-4will be included as a prospectus, (iv) the filing of the Certificate Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws Chapter 53 of the commonwealth of Virginia and the state of TexasNorth Carolina General Statutes, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchantsagents, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder thereunder, and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”), or that which are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of LSB Common Stock pursuant to this Agreement and (vii) the approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification this Agreement by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing requisite votes of the Deed shareholders of execution FNB and LSB (including the approval of the Capital Increase against contribution in kind, the filing amendments of the necessary auditors’ report Charter contemplated by Sections 1.1 and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros1.7), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by LSB of this Agreement and (B) the consummation by Parent LSB of the Transaction 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 Parent of this Agreementhereby.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (iib) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 pre-merger notification requirements of the Parent Disclosure ScheduleHSR Act, (iiic) the State Approvals, (d) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus and declaration any filings under the Securities Act required in connection with the issuance of effectiveness shares of U.S. Bancorp Common Stock pursuant to the F-4U.S. Bancorp Option Agreement, (ive) the filing of the Certificate of Merger Wisconsin Articles with the Secretary of State of the State of Delaware Wisconsin Depart- ment pursuant to the DGCL and WBCL, (f) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of Delaware Certificate with the commonwealth of Virginia and Delaware Secretary pursuant to the state of TexasDGCL, (v) any notices to or filings with the SBA, (vig) 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 companiesinsurance companies and agents, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable SRO, and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, laws and (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixh) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Surviving Corporation Common Stock pursuant to this Agreement and approval or the resale of listing shares of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification U.S. Bancorp Common Stock as contemplated by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosU.S. Bancorp Stock Option Agreement, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent U.S. Bancorp of this AgreementAgreement and (ii) the consummation by U.S. Bancorp of the transactions contemplated hereby, except to the extent that the absence of any such consent, authorization, approval, filing or exemption would not, individually or in the aggregate, have a Material Adverse Effect on U.S. Bancorp or the Surviving Corporation.

Consents and Approvals. Except for (i) any notices or filings required by the filing HSR Act or other Antitrust Law and the termination or expiration of applications and notices, as applicable, with the Federal Reserve Board waiting period under the BHC HSR Act and approval of such applications and noticesor other Antitrust Law, (ii) the filing of any other required applications, filings applications or notices with any Governmental Entity and the related to Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals, (iii) the filing with the SEC of (A) the Proxy Statement Form S-4, 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 filing and declaration of effectiveness of the F-4transactions contemplated by this Agreement, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL DRULPA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasLLC Act, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions rules of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsNYSE, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixvi) 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 Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEAgreement, (xvii) the registration with filings, clearances, consents, notices and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing approvals set forth in Section 4.5 of the Deed of execution of the Capital Increase against contribution in kindParent Disclosure Letter, and (viii) such additional filings, clearances, consents, notices and approvals, the filing failure of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating which to the fair value of the assets acquired by make or obtain would not have a Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosMaterial Adverse Effect, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity Third Party are necessary in connection with the execution and delivery by the Parent Parties of this Agreement or the consummation by the Parent Parties of the transactions contemplated by this Agreement.

Consents and Approvals. Except for (i) the filing with the Securities and Exchange Commission (the “SEC”) of applications a proxy statement in definitive form relating to the meetings of Wisconsin’s shareholders and noticesGeorgia’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and of a registration statement on Form S-4 (together with any amendments or supplements thereto, 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, and such reports under Sections 12, 13(a), 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as applicableamended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) as may be required in connection with this Agreement, the Federal Reserve Board under Support Agreement and the BHC Act transactions contemplated hereby and approval of thereby, and obtaining from the SEC such applications and noticesorders as may be required in connection therewith, (ii) the filing of any required applications, filings or notices the Articles of Merger with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 Department of Financial Institutions of the Parent Disclosure Schedule, (iii) State of Wisconsin pursuant to the filing with the SEC of the Proxy Statement WBCL and the filing and declaration of effectiveness of the F-4, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDLLCA, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viiiiii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”) and the termination or expiration of any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any foreign antitrust, merger control or competition or similar lawsLaws, (ixiv) such filings and approvals as are required to be made or obtained under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the securities or “Blue Skysky” laws Laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Georgia Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Parent Ordinary Shares and Parent ADSs Georgia Common Stock on the NYSE, (xv) such filings, consents and approvals as may be set forth on Section 3.4 of the Wisconsin Disclosure Schedule, (vi) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”)Wisconsin Shareholder Approval, (xivii) the filing filings, if any, required as a result of the Deed particular status of execution Georgia or Merger Sub, (viii) such filings or notices required under the rules and regulations of the Capital Increase against contribution in kindNYSE, and (ix) such other consents, approvals, filings or registrations the filing failure of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating which to the fair value of the assets acquired by Parent be made or obtained, individually or in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Segurosaggregate, are not reasonably likely to have a Material Adverse Effect on Wisconsin, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or applicable self-regulatory organization (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Wisconsin of this Agreement and (B) the consummation by Parent Wisconsin of the Transaction 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 Parent of this Agreement.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices and notices, as applicable, with any Governmental Entity the Idaho Department of Finance (the “Idaho Department”), and the Other Regulatory Approvals listed Oregon Division of Finance and Corporate Securities (the “Oregon Division”), if applicable, the FDIC and any government sponsored entity with respect to any loan program offered by it in Section 6.4 which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Parent Disclosure ScheduleShared-Loss Agreements, and approval of such applications, filings and notices, (iiid) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Home’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Cascade in connection with the transactions contemplated by this Agreement, to, among other things, register any securities issuable by Cascade in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and declaration of effectiveness of the F-4S-4, (ive) any filings or notices with the U.S. Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (f) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCL MGCL and the Oregon Secretary pursuant to the OBCA, and the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) such filings and approvals as are required to be made or obtained under the federal securities laws, or the securities or “Blue Sky” laws of various states in connection with the issuance by Cascade of the Parent Ordinary Shares any securities pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs the shares of Cascade Common Stock issued in conjunction with the transactions contemplated by this Agreement on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Entity Entity”) are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent Home of this AgreementAgreement or (B) the consummation by Home of the Merger and the consummation by Home or any Home Subsidiary of the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Home is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act Act, as amended, and the Federal Reserve Act, as amended, and approval of such applications and notices, (iib) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals, (iiic) the filing with the SEC of a registration statement on Form S-4 (the Proxy Statement and the filing “Form S-4”), and declaration of effectiveness of the F-4Form S-4, (ivd) the filing of the Certificate Articles of Merger with the Delaware Secretary of State and the North Carolina Secretary of the State of Delaware pursuant to the DGCL and NCBCA, (e) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) any notices to or filings with the SBA, (vif) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable SRO, and the rules and regulations of the NASDAQ Global Market, or that are required under consumer finance, mortgage banking and other similar laws, (viig) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrustAct, competition or similar lawsif any, and (ixh) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Buyer Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Buyer Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ Global Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent Buyer of the Transaction 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 Parent Buyer of this Agreement.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking or insurance authorities listed in on Section 6.4 3.4 of the Parent Umpqua Disclosure ScheduleSchedule or Section 4.4 of the Columbia Disclosure Schedule and approval of such applications, filings and notices, (iiie) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Umpqua’s and Columbia’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Columbia in connection with the transactions contemplated by this Agreement (the “S-4”) and the filing and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Certificate Columbia Articles Amendment with the Washington Secretary, the Articles of Merger with the Delaware Secretary of State of pursuant to DGCL and the State of Delaware Oregon Secretary pursuant to the DGCL OBCA, and the Oregon Articles of Merger with the Oregon Secretary pursuant to the OBCA, the filing of the Washington Articles of Merger with the Washington Secretary pursuant to the WBCA, and the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Columbia Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Columbia Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by Umpqua of this Agreement or (ii) the consummation by Parent Umpqua of the Transaction Mergers and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Umpqua has no knowledge of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Mergers and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board FRB under the BHC Act Act, HOLA and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the Mergers, the filing of applications and notices, as applicable, with the FDIC, the OTS, the OCC or the Department and the FRB and approval of such applications and notice, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals, (iii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4Registration Statement, (iv) the filing of the Certificate Articles of Merger with and the acceptance for record by the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL and the filing of the Certificates of Merger with and the acceptance for record by the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDGCL, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry SRO, and the rules of NASDAQ, or that are required under consumer finance, mortgage banking and other similar lawslaws and (vi) filings, (vii) the Parent Shareholder Approvalif any, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals required as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance a result of the Parent Ordinary Shares pursuant to this Agreement and approval particular status of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosUNNF, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent DFSC, DGI, DAI and DMIC of this Agreement, (B) the consummation by DFSC and DAI of the Mergers, (C) the consummation by Province of the Bank Merger and (D)the other transactions this Agreement contemplates.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under the BHC Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the FDIC, the North Carolina Commissioner of Banks, the South Carolina State Board of Financial Institutions, the South Carolina Office of the Commissioner of Banking and, to the extent required, the Virginia State Corporation Commission, and approval of or non-objection to such applications, filings and notices, (c) compliance with any Governmental Entity applicable requirements of the Securities and Exchange Act of 1934, as amended, and the Other Regulatory Approvals listed in Section 6.4 rules and regulations of the Parent Disclosure ScheduleSEC thereunder (the “Exchange Act”) and the Securities Act, (iii) including the filing with the SEC of (i) a joint proxy statement/prospectus in definitive form relating to the Company Shareholders Meeting and the Parent Shareholders Meeting (including any amendments and supplements thereto, the “Joint Proxy Statement”) and (ii) a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed by Parent in connection with the Transactions (including any amendments and supplements thereto, the filing “Form S-4”) and declaration of effectiveness of the F-4Form S-4, (ivd) the filing of the Certificate Articles of Merger with the North Carolina Secretary of State of and the State of Delaware South Carolina Secretary pursuant to the DGCL NCBCA and the SCBCA, respectively, (e) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixf) 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 Ordinary Shares Common Stock pursuant to this Agreement and Agreement, (g) approval of listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the NYSE, NASDAQ and (xh) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kindextent required, the filing of any notices or other filings under the necessary auditors’ report and Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros“HSR 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 authority or instrumentality or SRO (each, a “Governmental Entity Entity”) are necessary required to be made or obtained by the Company or any of its Subsidiaries in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection (i) with the execution and delivery by Parent the Company of this Agreement or (ii) the consummation by the Company of the Transactions, except for such consents, approvals, authorizations, filings or registrations that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. The only material third-party consents necessary in connection with (A) the execution and delivery by the Company of this Agreement and (B) the consummation of the Transactions not referenced above are set forth in Section 3.4 of the Company Disclosure Schedules.

Consents and Approvals. (a) Except for (i) the filing of applications and noticesapplications, notices or waiver requests, as applicable, as to the Merger and the Bank Merger with the Federal Reserve Board FRB under the BHC BHCA and the FDIC under the Bank Merger Act and FDIC regulations, and with the Nevada Financial Institutions Division (“NFID”) under Nevada banking laws or regulations (the “State Banking Approvals”), and approval of such the foregoing applications and notices, (ii) the filing with the Securities and Exchange Commission (“SEC”) of a Registration Statement on Form S-4 to register the shares of WAL Common Stock that may be issued in connection with the Merger (such Form S-4, and any required applicationsamendments or supplements thereto, filings the “Registration Statement”), which will include the proxy statement/prospectus to be used in soliciting the approval of Target’s stockholders at the Special Meeting (such proxy statement as amended or notices with any Governmental Entity and supplemented is referred to herein as the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule“Proxy Materials”), (iii) the filing with approval of this Agreement by the SEC requisite vote of the Proxy Statement and the filing and declaration stockholders of effectiveness of the F-4Target, (iv) the filing of the Articles of Merger with the Nevada Secretary of State pursuant to Nevada law, (v) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBADGCL, (vi) any consentsthe filings required by the Bank Merger Agreement, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsif applicable, (vii) such consents, approvals, orders, authorizations, registrations, declarations and filings or waivers thereof as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Parent Shareholder Approvalsecurities or antitrust laws of any foreign country, and (viii) any notices such filings, authorizations or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and 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 Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosTarget Disclosure Schedule, no consents or approvals of or filings or registrations by Target with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”), or with any third party are necessary in connection with (1) the execution and delivery by Target of this Agreement, (2) the consummation by Parent Target of the Transaction 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 hereby, (3) the execution and delivery by Parent Target Bank of this the Bank Merger Agreement, and (4) the consummation by Target Bank of the Bank Merger and the transactions contemplated thereby, except for such consents, approvals or filings with any non-Governmental Entity, the failure of which to obtain will not have a Material Adverse Effect on Target.

Consents and Approvals. Except for (ia) the filing of applications applications, filings, certificates and notices, as applicable, with the NASDAQ and the approval of the listing on the NASDAQ of the shares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval or waiver of such applications applications, filings and notices, (c) the filing of applications, filings, certificates and notices, as applicable, with the OCC in connection with each of the Bank Mergers, including filing of the notice of consummation with the OCC pursuant to the National Bank Act, and approval of such applications, filings and notices, (d) the filing of applications, filings and notices, as applicable, with (i) the DE Bank Commissioner under the Xxxxxx-Xxxx Act and such other banking Laws as may be required in connection with the TBOD Bank Merger, and approval of such applications, filings and notices, (ii) the filing VA BFI under the Xxxxxx-Xxxx Act and such other banking Laws as may be required in connection with the VPB Bank Merger, and approval of any required such applications, filings or notices and notices, and (iii) the MD OCFR under the Maryland Financial Institutions Code section 5-903(c) and such other banking Laws as may be required in connection with any Governmental Entity the transactions contemplated hereby, and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, filings and notices, (iiie) the filing with the SEC of (i) any filings that are necessary under applicable requirements of the Proxy Statement Exchange Act and (ii) the filing S-4 and declaration of effectiveness of the F-4S-4, (ivf) the filing of the First-Step Merger Certificate of Merger with the Secretary of State Maryland Department pursuant to the MGCL, (g) the filing of the State of Second-Step Merger Certificates with the Delaware pursuant to Secretary and the Maryland Department in accordance with the DGCL and the MGCL, respectively, (h) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws each of the commonwealth of Virginia Bank Merger Certificates and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixi) 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 Ordinary Shares Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosAgreement, no consents or approvals of or filings or registrations with any Governmental Entity or any other third party are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by 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 each of the Bank Merger Agreements or (D) the consummation by Parent Bank of each of the Bank Mergers.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the NASDAQ and/or the NYSE, (ii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent FirstMerit Disclosure ScheduleSchedule or Section 4.4 of the Huntington Disclosure Schedule and approval of such applications, filings and notices, (iiiv) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate of Merger and the Second Certificate of Merger with the Ohio Secretary of State of the State of Delaware pursuant to the DGCL OGCL, the filing of the Maryland Articles of Merger with the Maryland Department pursuant to the MGCL, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Parent Shareholder Approvalfiling with, and acceptance for record by, the Maryland Department of Articles Supplementary for the New Huntington Preferred Stock, (viii) the filing of any notices or other filings under the HSR Act Act, if necessary or applicable foreign antitrustadvisable, competition or similar laws, and (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Huntington Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Huntington Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report NASDAQ and the filing of New Huntington Preferred Stock on the necessary report of NYSE or the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Huntington of this Agreement or (B) the consummation by Parent Huntington of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent Merger Sub of this Agreement. As of the date hereof, Huntington is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers and Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act Act, as amended, and the Federal Reserve Act, as amended, the FDIC under the FDI Act, as amended, the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (iib) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals, (iiic) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-4 (the Proxy Statement and the filing “Form S-4”), and declaration of effectiveness of the F-4Form S-4, (ivd) the filing of the Certificate North Carolina Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL Banking Laws of North Carolina and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasNCBCA, (v) any notices to or filings with the SBA, (vie) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable SRO, and the rules and regulations of the Nasdaq Global Market, or that are required under consumer finance, mortgage banking and other similar laws, (viif) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrustAct, competition or similar lawsif any, and (ixg) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Buyer Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Buyer Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNasdaq Global Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent Buyer of the Transaction 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 Parent Buyer of this Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of ANNB Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, including but not limited to the MD DLLR, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4Registration Statement, (iviii) the filing of the Certificate Articles of Merger with and the acceptance for record by the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCL and FBCA, (iv) any notices or filings under the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasHSR Act, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities applicable industry SRO, and the rules of NASDAQ or futures exchange or other SROthe NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of FNB Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs FNB Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Entity Entity, SRO or other Person are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent FNB of this Agreement and (B) the consummation by FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (ii) the filing of any required applications, filings or notices and notices, as applicable, with any Governmental Entity the Federal Reserve in connection with the Bank Merger, including under the Bank Merger Act, and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the Maryland Office and the Virginia Bureau in connection with the Bank Merger and approval of such applications, filings and notices, (iv) the filing with the SEC of the Joint Proxy Statement and the filing Form S-4 and declaration of effectiveness of the F-4Form S-4, (ivv) other filings and reports as required pursuant to the Exchange Act, (vi) the filing of the Certificate Articles of Merger with the Secretary of Virginia State of the State of Delaware Corporation Commission pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar lawsVSCA, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Ordinary Shares Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xiviii) the filing with the Nasdaq Stock Market of a notification of the Deed of execution listing of the Capital Increase against contribution in kind, the filing shares of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating Parent Common Stock to the fair value of the assets acquired by Parent be issued in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosFirst-Step Merger, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents required to be made or approvals of or filings or registrations with any Governmental Entity are necessary obtained in connection with the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the Integrated Mergers and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, Parent has no knowledge of any reason pertaining to Parent why any of the approvals referred to in this Section 4.6 should not be obtained without the imposition of any condition or requirement described in Section 7.1(c).

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and noticesAct, as amended, (iib) the filing of any required applications, filings or notices with the FDIC and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iiic) the filing with the SEC of a registration statement on Form S-4 (the Proxy Statement and the filing “Form S-4”), and declaration of effectiveness of the F-4, Form S-4; (ivd) the filing of the Certificate Certificates of Merger with the Delaware Secretary of State and the North Carolina Secretary of the State of Delaware pursuant to the DGCL and NCBCA, (e) the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vif) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the NASDAQ Global Select Market (“NASDAQ”), the New York Stock Exchange, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approvalif any, (viiig) any notices or filings under the HSR Act or applicable foreign antitrustAct, competition or similar lawsif any, and (ixh) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Yadkin Common Stock pursuant to this Agreement and approval of listing of (all such Parent Ordinary Shares and Parent ADSs on the NYSEapprovals in this Section 3.4, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusYadkin Requisite Regulatory Approvals”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent Yadkin of the Transaction Mergers and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent Yadkin of this Agreement.

Consents and Approvals. Except for (ia) the filing of applications applications, filings, certificates and notices, as applicable, with the NASDAQ and the approval of the listing on the NASDAQ of the shares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval or waiver of such applications applications, filings and notices, (c) the filing of applications, filings, certificates and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Mergers, including filing of the notice of consummation with the OCC pursuant to the National Bank Act, and approval of such applications, filings and notices, (d) the filing of applications, filings and notices, as applicable, with (i) the Delaware Office of the State Bank Commissioner (the “DE Bank Commissioner”) under the Xxxxxx-Xxxx Interstate Banking and Branching Efficiency Act (the “Xxxxxx-Xxxx Act”) and such other banking Laws as may be required in connection with the TBOD Bank Merger, and approval of such applications, filings and notices, (ii) the filing Virginia Bureau of any Financial Institutions (the “VA BFI”) under the Xxxxxx-Xxxx Act and such other banking Laws as may be required in connection with the VPB Bank Merger, and approval of such applications, filings or notices with any Governmental Entity and notices, and (iii) the Other Regulatory Approvals listed in Section 6.4 Maryland Office of the Parent Disclosure ScheduleCommissioner of Financial Regulation (the “MD OCFR”) under the Maryland Financial Institutions Code section 5-903(c) and such other banking Laws as may be required in connection with the transactions contemplated hereby, and approval of such applications, filings and notices, (iiie) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (i) any filings that are necessary under applicable requirements of the Proxy Statement Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) the registration statement on Form S-4 in which both the proxy statement relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the filing transactions contemplated hereby (including any amendment or supplement thereto, the “Proxy Statement”) and a prospectus relating to the shares of Parent Common Stock to be issued in the First-Step Merger will be included, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (ivf) the filing of the First-Step Merger Certificate of Merger with the Secretary of State Maryland Department pursuant to the MGCL, (g) the filing of the State of Second-Step Merger Certificates with the Delaware pursuant to Secretary and the Maryland Department in accordance with the DGCL and the MGCL, respectively, (h) the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixi) 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 Ordinary Shares Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosAgreement, no consents or approvals of or filings or registrations with any court, administrative agency or commission, regulatory agency or other federal, state or foreign governmental authority or instrumentality or any self-regulatory organization (each, a “Governmental Entity Entity”) or any other third party are necessary in connection with (A) the execution and delivery by the Company of this Agreement, (B) the consummation by Parent the Company of the Transaction Integrated Mergers and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with hereby, (C) the execution and delivery by Parent each of this TBOD and VPB of the TBOD Bank Merger Agreement and VPB Bank Merger Agreement, respectively or (D) the consummation by each of the TBOD and VPB of the TBOD Bank Merger and VPB Bank Merger, respectively.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board FRB under the BHC Act, the GLB Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of UNCB with and into Province, the filing of applications, notices and other documents, as applicable, with the FDIC, the OCC, the OTS, the Department and the FRB, and approval of such applications, notices and other filings, (ii) the filing of any required applications, filings or notices and other filings, as applicable, with any Governmental Entity foreign or state banking, insurance or other regulatory authorities and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals, (iii) the filing with the SEC of the Proxy Registration Statement and the filing and declaration of effectiveness of the F-4Registration Statement, (iv) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL and the filing of the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDGCL, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, and the rules of NASDAQ, or that are required under consumer finance, mortgage banking and other similar laws, (vi) the adoption of this Agreement by the requisite vote of the shareholders of UNNF and (vii) the Parent Shareholder Approvalfilings, (viii) any notices or filings under the HSR Act or applicable foreign antitrustif any, competition or similar laws, (ix) such filings and approvals required as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance a result of the Parent Ordinary Shares pursuant to this Agreement and approval particular status of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosDGI, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent DGI of this AgreementAgreement and (B) the consummation by DGI of the transactions this Agreement contemplates to the extent applicable to DGI.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices and notices, as applicable, with any Governmental Entity the Idaho Department of Finance (the “Idaho Department”), and the Other Regulatory Approvals listed Oregon Division of Finance and Corporate Securities (the “Oregon Division”), if applicable, the FDIC and any government sponsored entity with respect to any loan program offered by it in Section 6.4 which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Parent Disclosure ScheduleShared-Loss Agreements, and approval of such applications, filings and notices, (iiid) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Home’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Cascade in connection with the transactions contemplated by this Agreement, to, among other things, register any securities issuable by Cascade in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and declaration of effectiveness of the F-4S-4, (ive) any filings or notices with the U.S. Department of Justice under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (f) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCL MGCL and the Oregon Secretary pursuant to the OBCA, and the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) such filings and approvals as are required to be made or obtained under the federal securities laws, or the securities or “Blue Sky” laws of various states in connection with the issuance by Cascade of the Parent Ordinary Shares any securities pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs the shares of Cascade Common Stock issued in conjunction with the transactions contemplated by this Agreement on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Entity Entity”) are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent Home of this AgreementAgreement or (B) the consummation by Home of the Merger and the consummation by Home or any Home Subsidiary of the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Home is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board 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 requisite applications with any Governmental Entity the Office of the Comptroller of the Currency (the "OCC") and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, (iii) the filing of any required applications or notices with any state agencies and approval of such applications and notices (the "State Approvals"), (iv) the filing of any requisite applications with the SEC Office of Thrift Supervision and the approval of such applications, (v) approval of the listing of the Parent Capital Stock to be issued in the Merger on the NYSE, (vi) the filing with the Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of Parent's and Subject Company's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement Statement") and the filing and declaration of effectiveness of the F-4registration statement on Form S- 4 (the "S-4") in which the Joint Proxy Statement will be included as a prospectus, (ivvii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder ApprovalDGCL, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of Parent Ordinary Shares Capital Stock pursuant to this Agreement, (ix) 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 (as defined below) by the requisite votes of such Parent Ordinary Shares and Parent ADSs on the NYSEstockholders of Parent, (x) the registration with consents and verification by approvals set forth in Section 3.4 of the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”)Subject Company Disclosure Schedule, and (xi) the filing consents and approvals of the Deed of execution of the Capital Increase against contribution in kindthird parties which are not Governmental Entities (as defined below), the filing failure of the necessary auditors’ report which to obtain will not have and the filing of the necessary report of the expert designated by the Commercial Registry relating would not be reasonably expected to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguroshave a Material Adverse Effect, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any Governmental Entity third party are necessary in connection with (A) the execution and delivery by Subject Company of the Subject Company Documents and (B) the consummation by Parent Subject Company of the Transaction 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 hereby and delivery by Parent of this Agreementthereby.

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicablereceipt 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 Board under FRB, the BHC Act FDIC, the Massachusetts Department, the Connecticut Banking Department, and approval of such applications and noticesthe Rhode Island Division, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Proxy Statement meeting of the Company’s stockholders to be held in connection with this Agreement and the filing transactions contemplated hereby and of the Registration Statement in which such Proxy Statement-Prospectus will be included as a prospectus, and declaration of effectiveness of the F-4Registration Statement, (iviii) the filing of the Delaware Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, the filing of the Maryland Articles of Merger with the Maryland State Department pursuant to the MGCL, the filing of a certificate for the Bank Merger with the Massachusetts Department and the filing of articles a notice for the Bank Merger with the Connecticut Banking Department, (iv) filing with the New York Stock Exchange of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws a notification of the commonwealth listing of Virginia the shares of Purchaser Common Stock to be issued in the Merger, and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosAgreement, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary required to be made or obtained in connection with the execution and delivery by Purchaser of this Agreement or the consummation by Parent Purchaser of the Transaction Merger and the other transactions contemplated by this Agreement, including the Bank Merger. No consents 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 approvals of or filings or registrations with any Governmental Entity are necessary restriction described in connection with the execution and delivery by Parent of this AgreementSection 6.2(e).

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals, (iii) the filing with the SEC of the Joint Proxy Statement, and of the Form S-4 in which the Joint Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4, (iv) the filing of the Georgia Certificate of Merger with the Georgia Secretary of State of the State of Delaware pursuant to the DGCL GBCC and the filing of articles Tennessee Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Merger with the laws of Tennessee Secretary pursuant to the commonwealth of Virginia and the state of TexasTBCA, (v) any notices to or filings with the SBA, (vi) any notice or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable SRO, and the rules of the NYSE, or that which are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the Parent Ordinary Shares shares of STI Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on Agreement, (ix) the NYSENCF Shareholder Approval, (x) such applications, filings, authorizations, approvals and orders as may be required under the registration with laws of any state or the federal laws of the United States in respect of NCF's insurance business, and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing approval of the Deed listing of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating STI Common Stock to the fair value of the assets acquired by Parent be issued in the Transaction and (xii) required approvals of Merger on the Bank of Spain and the Spanish Direccion General de SegurosNYSE, no consents or approvals of or filings or registrations with any Governmental Government Entity or with any third party are necessary in connection with (A) the execution and delivery by NCF of this Agreement and (B) the consummation by Parent NCF of the Transaction 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 Parent of this Agreementhereby.

Consents and Approvals. Except for (ia) the filing requisite filings with, notices to and approval of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act BHCA and approval of such applications the Bank Merger Act, the FSA, the HKMA, and noticesthe FBC, (iib) the filing of any required applications, filings applications or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleNew York State Banking Department, (iiic) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness in definitive form, (d) approval of the F-4, (iv) Merger by the board of directors of Merger Sub and by the stockholders of Merger Sub in accordance with the MGCL and the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasMGCL, (v) any notices to or filings with the SBA, (vie) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal supranational, federal, state, local and state foreign laws (including, without limitation, securities laws and insurance laws) relating to the regulation of broker-dealers, investment companiesadvisers and insurance agencies and any applicable SRO, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of the NYSE, the Philadelphia Stock Exchange, the International Stock Exchange, the Swiss Electronic Exchange or the Luxembourg Stock Exchange, (f) the approval of the Merger by the requisite vote of the stockholders of the Company, (g) the expiration of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings applicable waiting period under the HSR Act or any consents, authorizations, approvals, filings or exemptions required by any other applicable foreign antitrustantitrust law or merger regulation, competition or similar lawsincluding the EC Merger Regulation, (ixh) such filings additional consents and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 5.3 of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEDisclosure Schedule, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xii) the filing of the Deed Offer Circular with, and the approval of execution such Offer Circular by, the CSFS, the Luxembourg Stock Exchange and the Swiss Electronic Exchange, and (j) consents, authorizations, approvals, filings and registrations the failure of which to obtain or make would not be reasonably likely to result in a Material Adverse Effect on Parent or prevent or materially delay consummation of the Capital Increase against contribution in kindMerger, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of Offer or the Bank of Spain and the Spanish Direccion General de SegurosMerger, no consents consents, authorizations or approvals of or filings or registrations with any Governmental Entity or, of or with any other Person by Parent, are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (x) the execution and delivery by Parent and Merger Sub of this Agreement, (y) the consummation by Merger Sub of the Merger or by HSBC Bank USA of the Bank Merger or (z) the consummation by Parent or Offer Sub of the Offer. As of the date hereof, Parent has no reason to believe that any Requisite Regulatory Approvals will not be obtained or satisfied without imposition of a Burdensome Condition, as the case may be.