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 Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any 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, and (vii) 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 Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iiia) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 S-4, and such reports under Sections 12, 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement, the Support and Standstill Agreements, the Registration Rights Agreement and the filing transactions contemplated hereby and effectiveness of thereby, and obtaining from the registration statement contemplated by Section 1.5(e)SEC such orders as may be required in connection therewith, (ivb) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDLLCA, as applicable, (vc) any notices to or filings with under the Small Business Administration (HSR Act and the “SBA”)termination or expiration of any applicable waiting period thereunder, (vi) any and such other consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are registrations as may be required under consumer financeany foreign antitrust, mortgage banking and other similar lawsmerger control or competition Laws, and (viid) such filings and approvals as are required to be made or obtained under the Securities Act, and the securities or “Blue Skyblue sky” laws Laws of various states in connection with the issuance of the shares of Bank of America Parent Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Bank of America Parent Common Stock on the NYSE, (e) such filings, consents and approvals of Governmental Entities as may be set forth on Section 5.4 of the Parent Disclosure Schedule, (g) adoption of this Agreement by the written consent of the sole stockholders of Merger Sub 1 and Merger Sub 3 and the sole member of Merger Sub 2 and (g) such filings or notices required under the rules and regulations of the NYSE the failure of which to be made or obtained, individually or in the aggregate, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, 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 any Merger Sub of this Agreement and (ii) the consummation by MBNA Parent or any Merger Sub of any of the Merger Mergers and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

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 Board of Governors of Federal Reserve, the Federal Reserve System (FDIC, the “Federal Reserve Board”) under NJ Department and the BHC Act and approval of such applications and noticesOCC, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Joint Proxy Statement Statement-Prospectus in definitive form relating to the meeting meetings of MBNAthe Company’s and Purchaser’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) hereby and of a registration statement on Form S-4 (the “Form S-4”) Registration Statement in which the Proxy Statement such proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)Registration Statement, (iviii) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (v) any notices to or filings the filing of a certificate for the Bank Merger with the Small Business Administration (NJ Department and the “SBA”)filing of a notice for the Bank Merger with the OCC, (viiv) any consents, authorizations, approvals, filings or exemptions in connection filing with compliance with the rules and regulations The Nasdaq Stock Market LLC of any applicable industry self-regulatory organization (“SRO”), and the rules a notification of the NYSE, or that are required under consumer finance, mortgage banking and other similar lawslisting of the shares of Purchaser Common Stock to be issued in the Merger, and (viiv) 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 Bank of America Purchaser Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSEAgreement., 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 MBNA Purchaser of the Merger and the other transactions contemplated by this Agreement Agreement, including the Bank Merger. As of the date hereof, Purchaser has no Knowledge of any reason pertaining to Purchaser why any of the approvals referred to in this Section 3.3(f) should not be obtained without the imposition of any material condition or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary restriction described in connection with the execution and delivery by MBNA of this Agreement or the Stock Option AgreementSection 6.2(e).

Consents and Approvals. Except for (ia) the any application, filing of applications or submission required to be made and noticesany consent, as applicableapproval, with the Board of Governors authorization or authority required to be made or obtained under Title 49 of the Federal Reserve System (United States Code or under any regulation, rule, order, notice or policy of the “Federal Reserve Board”) under FAA, the BHC Act DOT, the FCC and approval of such applications and noticesthe DHS, including the TSA, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iiib) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 S-4, and the filing with the SEC of such reports under, and effectiveness of such other compliance with, the registration statement contemplated by Section 1.5(e)Exchange Act and the Securities Act and the rules and regulations thereunder, (ivc) the filing of the Merger Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL Delaware Law and the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant relevant authorities in other jurisdictions in which Continental is qualified to the MGCLdo business, (vd) any notices to or filings with under the Small Business Administration (the “SBA”)HSR Act, (vi) or any consents, authorizations, approvalsnotices, filings or exemptions in connection with compliance with the rules and regulations of approvals under any other applicable industry self-regulatory organization competition, merger control, antitrust or similar Law or regulation, (“SRO”), and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (viie) 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 Share Issuance, (f) any consent, approval, order, authorization, authority, transfer, waiver, disclaimer, registration, declaration or filing required to be made or obtained from any other Governmental Entity that regulates any aspect of airline operations or business, including environmental (e.g., noise, air emissions and water quality), aircraft, air traffic control and airport communications, agricultural, export/import, immigration and customs, (g) any filings required under the rules and regulations of the shares New York Stock Exchange (the “NYSE”), and (h) such other consents, approvals, orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of Bank of America Common Stock pursuant which to this Agreement and approval of listing of such Bank of America Common Stock be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the NYSEContinental, no consents or consents, approvals of or of, filings or registrations with with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (i) the execution and delivery by Continental of this Agreement and (ii) the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory banking authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) listed on Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (iiib) the filing of any required applications, filings and notices, as applicable, with the Securities Federal Reserve Board under the BHC Act and Exchange Commission approval of such applications, filings and notices, (c) the “SEC”filing of any required applications, filings, certificates and notices as applicable with the OCC under the Bank Merger Act, (d) the filing of a any required applications, filings or notices with FINRA and approval of such applications, filings and notices, (e) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (f) the filing by Parent with the SEC of the Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and the declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-4, (ivg) the filing of the Certificate of Merger with the Washington Secretary of State of the State of Delaware pursuant to the DGCL WBCA, the filing of Second Step Certificates of Merger with the applicable Governmental Entities as required by applicable law, and the filing of the Articles Bank Merger Certificate, and (h) if required by the HSR Act, the filing of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvalsapplications, filings or exemptions in connection with compliance with the rules and regulations of any 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, and (vii) such filings and approvals as are required to be made or obtained notices under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSEHSR Act, 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 Parent Parties of this Agreement or (ii) the consummation by MBNA the Parent Parties of the Merger Mergers and the other transactions contemplated by this Agreement or the Stock Option Agreement. No Parent Party is aware of any reason why the necessary regulatory approvals and consents or approvals will not be received by the applicable Parent Party to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery transactions contemplated by MBNA of this Agreement or (including the Stock Option AgreementMergers) on a timely basis.

Consents and Approvals. Except for (i) the No consent, approval, order or authorization of, registration, declaration or filing of applications and noticeswith, as applicableor permit from, any Governmental Authority is required by or with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings respect to Parent or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to be held Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement hereby, except for the following: (the “Proxy Statement”a) and of a registration statement on Form S-4 (the “Form S-4”) in any such consent, approval, order, authorization, registration, declaration, filing or permit which the Proxy Statement will be included as failure to obtain or make would not, individually or in the aggregate, have a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), Material Adverse Effect on Parent; (ivb) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to applicable provisions of the DGCL and DGCL; (c) the filing of a pre-merger notification report by Parent as may be required under the Articles HSR Act and the expiration or termination of Merger the applicable waiting period; (d) the filing with the Maryland State Department SEC of Assessments the Registration Statement and Taxation pursuant to such reports under Section 13(a) of the MGCL, (v) any notices to or filings Exchange Act and such other compliance with the Small Business Administration (Exchange Act and the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with Securities Act and the rules and regulations of any applicable industry self-regulatory organization (“SRO”), the SEC thereunder as may be required in connection with this Agreement and the rules transactions contemplated hereby and the obtaining from the SEC of such orders as may be so required; (e) the NYSE, or that are required under consumer finance, mortgage banking filing with a National Stock Exchange of a listing application relating to the shares of Parent Common Stock to be issued pursuant to the Merger and other similar laws, and the obtaining from such exchange of its approvals thereof; (viif) such filings and approvals as are may be required to by any applicable state securities, “blue sky” or takeover laws or Environmental Laws; and (g) such filings and approvals as may be made required by any foreign pre-merger notification, securities, corporate or obtained under the securities other law, rule or “Blue Sky” laws of various states in connection with the issuance of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreementregulation. No consents Third-Party Consent is required by or approvals of with respect to Parent, Merger Sub or filings or registrations with any Governmental Entity are necessary Parent Subsidiary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option consummation of the transactions contemplated hereby, except for (x) any such Third-Party Consent which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and (y) any consent, approval or waiver required by the terms of the Parent Bank Credit Agreement.

Consents and Approvals. Except for (i) the No consent, approval, order or authorization of, registration, declaration or filing of applications and noticeswith, as applicableor permit from, any Governmental Authority is required by or with the Board of Governors respect to any of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to be held Prize Companies in connection with the execution and delivery of this Agreement and by Prize or the consummation by Prize of the transactions contemplated by this Agreement hereby, except for the following: (the “Proxy Statement”a) and of a registration statement on Form S-4 (the “Form S-4”) in any such consent, approval, order, authorization, registration, declaration, filing or permit which the Proxy Statement will be included as failure to obtain or make would not, individually or in the aggregate, have a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), Material Adverse Effect on Prize; (ivb) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to applicable provisions of the DGCL and the filing of the Articles of Merger with the Maryland Secretary of State Department of Assessments and Taxation Texas pursuant to applicable provisions of the MGCL, TBCA; (vc) any notices to the filing of a pre-merger notification report by Prize as may be required under the HSR Act and the expiration or filings termination of the applicable waiting period; (d) the filing with the Small Business Administration (SEC of the “SBA”), (viProxy Statement/Prospectus and such reports under Section 13(a) any consents, authorizations, approvals, filings or exemptions in connection with of the Exchange Act and such other compliance with the Exchange Act and the Securities Act and the rules and regulations of any applicable industry self-regulatory organization (“SRO”), the SEC thereunder as may be required in connection with this Agreement and the rules transactions contemplated hereby and the obtaining from the SEC of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and such orders as may be so required; (viie) such filings and approvals as are may be required by any applicable state securities, "blue sky" or takeover laws or Environmental Laws; and (f) such filings and approvals as may be required by any foreign pre-merger notification, securities, corporate or other law, rule or regulation. No Third-Party Consent is required by or with respect to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance any of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary Prize Companies in connection with the execution and delivery by MBNA of this Agreement or the Stock Option consummation of the transactions contemplated hereby, except for (x) any such Third-Party Consent which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on Prize, (y) the valid approval of the Prize Proposal by the stockholders of Prize, and (z) any consent, approval or waiver required by the terms of the Prize Bank Credit Agreement.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications and notices, (iib) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office pre-merger notification requirements of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)HSR Act, (iiic) the State Approvals, (d) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 Joint Proxy Statement will be included as a prospectus, 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 Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)U.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 the Articles of Merger Delaware Certificate with the Maryland State Department of Assessments and Taxation Delaware Secretary pursuant to the MGCLDGCL, (v) any notices to or filings with the Small Business Administration (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, insurance companies and agents, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable 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 (viih) 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 Bank of America Surviving Corporation Common Stock pursuant to this Agreement and approval or the resale of listing shares of such Bank of America U.S. Bancorp Common Stock on as contemplated by the NYSEU.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 MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA U.S. Bancorp of this Agreement 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 Stock Option AgreementSurviving Corporation.

Consents and Approvals. Except for (i) any notices or filings required by the filing of applications HSR Act or other Antitrust Law and notices, as applicable, with the Board of Governors termination or expiration of the Federal Reserve System (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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “related to Other Regulatory Approvals”), (iii) the filing with the SEC of (A) the Form S-4, and (B) such other reports or filings under the Exchange Act or the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to Act as may be held required 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLLLC Act, (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 rules and regulations of any 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, and (viivi) such filings and approvals as are may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Bank of America Common Stock Parent Shares pursuant to this Agreement Agreement, (vii) the filings, clearances, consents, notices and approval approvals set forth in Section 4.5 of listing the Parent Disclosure Letter, and (viii) such additional filings, clearances, consents, notices and approvals, the failure of such Bank of America Common Stock on the NYSEwhich to make or obtain would not have a Parent Material Adverse Effect, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA the Parent Parties of this Agreement or the Stock Option consummation by the Parent Parties of the transactions contemplated by this Agreement.

Consents and Approvals. Except No consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity having jurisdiction over any of the Debtors or any of their properties is required for (i) the filing execution and delivery by the Company and, to the extent relevant, the other Debtors, of applications this Agreement, the Plan and noticesthe other Transaction Agreements, as applicablethe compliance by the Company and, to the extent relevant, the other Debtors, with the Board of Governors provisions hereof and thereof and the consummation of the Federal Reserve System transactions contemplated herein and therein, except for (a) the “Federal Reserve Board”) under entry of the BHC Act Rights Offering Approval Order authorizing the Debtors to assume this Agreement and approval of such applications and noticesperform the Rights Offering Approval Obligations, (iib) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Cases from time-to-time; (c) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office entry of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Confirmation Order, (iiid) the filing with the Securities and Exchange Commission (the “SEC”) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to be held all applicable waiting periods under any Antitrust Laws 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)Agreement, (ive) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLsuch consents, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consentsapprovals, authorizations, approvals, filings registrations or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are qualifications as may be required under consumer finance, mortgage banking and other similar laws, and (vii) such filings and approvals as are required to be made or obtained under the state securities or “Blue Sky” laws of various states Laws in connection with the purchase of the Unsubscribed Notes by the Commitment Parties, the issuance of the shares Subscription Rights, the issuance of Bank of America Common Stock the Rights Offering Notes pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA exercise of the Merger and the other transactions contemplated by this Agreement Subscription Rights or the Stock Option Agreement. No consents issuance of Rights Offering Notes as payment of the Commitment Payment and (f) any consents, that if not made or approvals of obtained, would not reasonably be expected to have, individually or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementaggregate, a Material Adverse Effect.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) a notification under the BHC HSR Act and approval of such applications and notices(as defined below), (iib) the Company Stockholder Approval, (c) the filing of any required applications, filings or notices the Certificate of Merger with the United Kingdom Financial Services Authority Secretary pursuant to the DGCL, (d) the issuance by the Federal Communications Commission ("FCC"), or the FCC staff pursuant to delegated authority, of the approval required to consummate the transactions contemplated hereby under the Communications Act of 1934, as amended ("Communications Act"), and the policies and regulations of the FCC implementing the Communications Act (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”"FCC Approval"), (iiie) such filings, authorizations or approvals as may be set forth in Section 4.4 of the Company Disclosure Schedule, (f) the filing with the Securities and Exchange Commission (the “"SEC”") of a (i) the Joint Proxy Statement in definitive form relating to Statement/Prospectus (as defined below) and (ii) such reports under Sections 13(a), 13(b), 13(g) and 16(a) of the meeting Securities Exchange Act of MBNA’s stockholders to 1934, as amended (the "Exchange Act"), as may be held required 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 hereby and the filing and effectiveness obtaining from the SEC of the registration statement contemplated by Section 1.5(e)such orders as may be required in connection therewith, (ivg) the filing consent of the Certificate of Merger with the Secretary of State of the State of Delaware Sprint Communications Company, L.P., Sprint Spectrum, L.P. and Wireless Co, L.P. (collectively, "Sprint PCS") required pursuant to the DGCL and the filing terms of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, Company Sprint Agreements (vas defined below) any notices to or filings with the Small Business Administration (the “SBA”"Company Sprint Consent"), and (vih) any such consents, authorizations, approvals, filings or exemptions in connection with compliance with registrations, the rules and regulations failure of any 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, and (vii) such filings and approvals as are required which to be made made, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Bank of America Common Stock pursuant aggregate, would not reasonably be expected to this Agreement and approval of listing of such Bank of America Common Stock have a Material Adverse Effect on the NYSECompany, 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"; it being understood that, for purposes of this Agreement, "Governmental Entity" shall include the FCC, the Federal Aviation Administration and state public service and public utility commissions (and similar state commissions)) or with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA the Company of this Agreement or the Stock Option Agreementconsummation by the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of NYSE and the Federal Reserve System London Stock Exchange (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory ApprovalsLSE”), (iiib) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form joint proxy statement relating to the meeting of MBNAParent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), in definitive form, and of a the registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4 S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the filing and effectiveness of the registration statement transactions contemplated by Section 1.5(e)hereunder, (ivc) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and DGCL, (d) the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (v) any notices to or other filings with under the Small Business Administration Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “SBAHSR Act”), (vi) any and such other consents, authorizations, approvals, filings or exemptions registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules Section 3.4 of the NYSECompany Disclosure Schedule, or that are required under consumer finance, mortgage banking and other similar laws, and (viif) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws Laws of various states in connection with the issuance of the shares of Bank of America Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Bank of America Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by MBNA the Company of the Merger and the other transactions contemplated by hereby. As used in this Agreement Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or the Stock Option Agreement. No consents foreign securities exchange, futures exchange, commodities exchange or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementcontract market.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors approval of the Federal Reserve System (listing on the “Federal Reserve Board”NYSE, subject to official notice of issuance, of the shares of Acquiror Common Stock to be issued in the Merger and to be reserved for issuance upon exercise or settlement of Acquiror Options and Converted Awards issued in substitution for Company Options and Company Stock-Based Awards in accordance with Sections 2.4(a) under the BHC Act and approval of such applications and notices2.4(b), (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting of MBNA’s the stockholders of the Company to be held in connection with this Agreement and to vote on the transactions contemplated by adoption of this Agreement (the “Proxy Statement/Prospectus”) and the filing and declaration of a effectiveness of the registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement Statement/Prospectus will be included as a prospectus, prospectus and declaration any filings or approvals under applicable state securities laws with respect to the issuance of effectiveness of Acquiror Common Stock in connection with the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)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 adoption of this Agreement by the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLRequired Company Vote, (v) any notices to or filings with under the Small Business Administration Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (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 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, state or foreign securities Laws, commodities futures Laws or the rules and or regulations of any applicable industry self-regulatory organization, in any such case relating to the regulation of broker-dealers, commodities futures merchants, investment companies and investment advisors and set forth in Section 4.4(vii) of the Company Disclosure Letter, (viii) the consents and approvals set forth in Section 4.4(viii) of the Company Disclosure Letter, and (ix) the consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Acquiror, 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 self-regulatory organization (each, a “SROGovernmental Entity”), ) or of or with any other third party by and the rules on behalf of the NYSE, Company or that are required under consumer finance, mortgage banking and other similar laws, and any of its Subsidiaries (vii) such filings and approvals as are required to be made or obtained under the securities by or “Blue Sky” laws on behalf of various states in connection with the issuance any acquiror of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity 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 MBNA the Company of the Merger and the other transactions contemplated by this Agreement or and the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Voting Agreement.

Consents and Approvals. Except for (a) Subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 4.11 and 4.12, no consents, authorizations or Approvals of, or filings or registrations with, any Governmental Entities are required to be obtained or made by or on behalf of the Company or any of its Subsidiaries in connection with the execution, delivery or performance by the Company of this Agreement or the consummation of the Merger and the other transactions contemplated hereby, except for: (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement proxy statement in preliminary and definitive form relating to the meeting of MBNA’s the stockholders of the Company to be held in connection with this Agreement and to vote on the transactions contemplated by adoption of this Agreement (as amended or supplemented from time to time, the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (ivii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant Delaware, (iii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and foreign competition Laws and/or foreign investment Laws (such Laws solely as set forth in Section 3.4(a)(iii) of the Company Disclosure Schedule, the “Foreign Regulatory Laws”) and the expiration or termination of any applicable waiting periods (or approval) thereunder, (iv) the consents, authorizations, approvals, filings, notifications or registrations required under any Money Transmitter Requirements applicable to the DGCL and the filing Money Transmitter Licenses of the Articles Company or any of Merger with its Subsidiaries set forth on Section 3.4(a)(iv) of the Maryland State Department of Assessments and Taxation pursuant to the MGCLCompany Disclosure Schedule, (v) any notices to or filings with the Small Business Administration (other consents and approvals as set forth on Section 3.4(a)(v) of the “SBA”)Company Disclosure Schedule, and (vi) any such other consents, authorizations, approvals, filings and registrations, the failure of which to obtain or exemptions make would not have or reasonably be expected to have, individually or in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”)aggregate, and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (vii) 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 Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementa Material Adverse Effect.

Consents and Approvals. Except for (i) any notices or filings required by the filing of applications HSR Act or other Antitrust Law and notices, as applicable, with the Board of Governors termination or expiration of the Federal Reserve System (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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office any state or foreign agencies of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, 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”) competent jurisdiction and approval of such applications, filings applications and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities SEC of (A) a proxy statement/prospectus related to the transactions contemplated by this Agreement and Exchange Commission the matters to be submitted to the Unitholders at the Unitholder Meeting (as may be amended or supplemented from time to time, the “SECProxy Statement/Prospectus”), and (B) of a Proxy Statement in definitive form relating to such other reports or filings under the meeting of MBNA’s stockholders to Exchange Act or the Securities Act as may be held required 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLLLC Act, (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 rules and regulations of any 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, and (viivi) such filings and approvals as are may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Bank of America Common Stock Parent Shares pursuant to this Agreement Agreement, (vii) the filings, clearances, consents, notices and approval approvals set forth in Section 3.5 of listing of the Company Disclosure Letter and (viii) such Bank of America Common Stock on filings, clearances, consents, notices and approvals as would not reasonably be expected to have a Company Material Adverse Effect (the NYSEconsents referred to in clauses (i) through (viii), the “Company Consents”), no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA the Company Entities of this Agreement or the Stock Option consummation by the Company Entities of the transactions contemplated by 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 System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and noticesNYSE, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iiib) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Proxy Joint Statement in definitive form relating to the meeting of MBNA’s stockholders 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 Joint Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the filing and effectiveness of the registration statement transactions contemplated by Section 1.5(e)hereunder, (ivc) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and DGCL, (d) the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (v) any notices to or other filings with under the Small Business Administration (the “SBA”)HSR Act, (vi) any and such other consents, authorizations, approvals, filings or exemptions registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules Section 4.4 of the NYSEParent Disclosure Schedule, or that are required under consumer finance, mortgage banking and other similar laws, and (viif) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws Laws of various states in connection with the issuance Parent Share Issuance and the approval of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by MBNA each of Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementhereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) 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 PVFC Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office SEC of the Superintendent Proxy Statement and the filing and declaration of Financial Institutions (effectiveness of the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Registration Statement, (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (iv) 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 the Articles of Merger with and the Maryland acceptance for record by the Secretary of State Department of Assessments and Taxation the State of Florida pursuant to the MGCLFBCA, (v) any notices to or filings with the Small Business Administration (the “SBA”), (viiv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (viiv) 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 Bank of America FNB Common Stock pursuant to this Agreement and approval of listing of such Bank of America FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB of this Agreement and (B) the consummation by MBNA FNB of the Merger and the other transactions contemplated by this Agreement or contemplates. As of the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA date of this Agreement Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or the Stock Option Agreementwhy any Materially Burdensome Regulatory Condition would be imposed.

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 Board of Governors of Federal Reserve, the Federal Reserve System (FDIC, the “Federal Reserve Board”) under NJ Department and the BHC Act and approval of such applications and noticesOCC, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Joint Proxy Statement Statement-Prospectus in definitive form relating to the meeting meetings of MBNAthe Company’s and Purchaser’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) hereby and of a registration statement on Form S-4 (the “Form S-4”) Registration Statement in which the Proxy Statement such proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)Registration Statement, (iviii) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (v) any notices to or filings the filing of a certificate for the Bank Merger with the Small Business Administration (NJ Department and the “SBA”)filing of a notice for the Bank Merger with the OCC, (viiv) any consents, authorizations, approvals, filings or exemptions in connection filing with compliance with the rules and regulations The Nasdaq Stock Market LLC of any applicable industry self-regulatory organization (“SRO”), and the rules a notification of the NYSE, or that are required under consumer finance, mortgage banking and other similar lawslisting of the shares of Purchaser Common Stock to be issued in the Merger, and (viiv) 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 Bank of America Purchaser Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSEAgreement, 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 by the Company in connection with the execution and delivery by the Company of this Agreement or the consummation by MBNA the Company of the Merger and the other transactions contemplated by this Agreement Agreement, including the Bank Merger. As of the date hereof, the Company has no Knowledge of any reason pertaining to the Company why any of the approvals referred to in this Section 3.2(f) should not be obtained without the imposition of any material condition or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary restriction described in connection with the execution and delivery by MBNA of this Agreement or the Stock Option AgreementSection 6.2(e).

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating Subject to the meeting terms and conditions of MBNA’s stockholders to be held in connection with this Agreement and applicable law, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in this Agreement to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the “Proxy preparation and filing with the Commission of the Registration Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which , the Proxy Statement will be included as a prospectus, and declaration of effectiveness any necessary amendments or supplements to any of the Form S-4 foregoing; (ii) seeking to have such Proxy Statement cleared by the Commission and such Registration Statement declared effective by the Commission, in each case as soon as reasonably practicable after filing and effectiveness of the registration statement contemplated by Section 1.5(e), thereof; (iviii) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are taking such actions as may reasonably be required under consumer finance, mortgage banking and other similar laws, and (vii) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Sky” blue sky laws of various states in connection with the issuance of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents; (iv) using its best commercially reasonable efforts to obtain all required consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other 57 permissions or actions by, and to give all required notices to and to make all required Filings with and applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the conditions to each other party's obligation to consummate such transactions to be fully satisfied; (v) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by any Governmental Authority pursuant to the HSR Act and cooperating with each other party in complying with the requirements of the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Authority (an "Injunction") preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents; (vii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates, and making all applications and filings, as may be necessary or reasonably requested in connection with any of the foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the Stock Option lifting of any Injunction referred to in the preceding sentence, (A) the parties and their respective Affiliates shall not be required to (i) pay any consideration, except filing fees; (ii) surrender, modify or amend in any respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, in each case to the extent that doing so would be adverse or burdensome to such Person in any material respect. No consents Prior to making any application to or approvals of or filings or registrations filing with any Governmental Entity are necessary Authority or other Person in connection with this Agreement, each party shall provide the execution other parties with drafts thereof and delivery by MBNA of this Agreement or afford the Stock Option Agreementother parties a reasonable opportunity to comment on such drafts.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act and 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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreignfederal, federal state or state banking, insurance foreign banking agencies or other regulatory or self-banking regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings applications and notices (the “"Other Regulatory Approvals”"), (iii) the filing with the Securities and Exchange Commission (the “"SEC”") of a Joint Proxy Statement Statement/Prospectus in definitive form relating to the meeting of MBNA’s stockholders NCF's and STI's shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “"Joint Proxy Statement”) "), and of a the registration statement on Form S-4 (the “"Form S-4”") in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)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 the Tennessee Articles of Merger with the Maryland State Department of Assessments and Taxation Tennessee Secretary pursuant to the MGCLTBCA, (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, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“"SRO”"), and the rules of the NYSE, or that which are required under consumer finance, mortgage banking and other similar laws, and (viiviii) 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 Bank of America STI Common Stock pursuant to this Agreement Agreement, (ix) the STI Shareholder Approval, (x) such applications, filings, authorizations, approvals and orders as may be required under the laws of any state or the federal laws of the United States in respect of NCF's insurance business, and (xi) approval of the listing of such Bank of America STI Common Stock to be issued in the Merger on the NYSE, 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 MBNA STI of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementhereby.

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 System (the “Federal Reserve Board”) 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 or notices and notices, as applicable, with the United Kingdom Financial Services Authority (FDIC and the “FSA”)Texas Department of Banking in connection with the Bank Merger, the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (iiic) the filing of an exit notice with the Securities OCC pursuant to 12 C.F.R. § 5.33(k) with respect to the Bank Merger and Exchange Commission the filing of any other required applications, filings or notices with any federal or state banking authorities listed on Section 3.4 of the CBTX Disclosure Schedule or Section 4.4 of the Allegiance Disclosure Schedule and approval of such applications, filings and notices, (d) the “SEC”filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by CBTX with the SEC of a the Joint Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-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 the Articles of Bank Merger Certificates with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are Governmental Entities as required under consumer finance, mortgage banking and other similar laws, by applicable law and (viih) 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 Bank of America CBTX Common Stock pursuant to this Agreement and the approval of the listing of such Bank of America CBTX Common Stock on the NYSENASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Allegiance of this Agreement or (ii) the consummation by MBNA Allegiance of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Allegiance has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement or Allegiance to permit consummation of the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by MBNA of this Agreement or the Stock Option AgreementBank Merger on a timely basis.

Consents and Approvals. (a) Except for (i) the filing of applications any required applications, listing applications, filings and notices, as applicable, with the Board NYSE American, and (ii) such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of Governors of the Federal Reserve System U.S. and non-U.S. jurisdictions (the collectively, “Federal Reserve BoardCompetition Laws”) under the BHC Act and approval of such applications and notices), (iiiii) the filing of any required applications, filings or notices and notices, as applicable, for foreign investment clearance of any jurisdiction, (iv) the filing by Camber with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the States Securities and Exchange Commission (the “SEC”) of a Proxy Statement joint proxy statement in definitive form relating to the meeting of MBNA’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (including any amendments or supplements thereto, 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 prospectusprospectus (the “S-4”), and the declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-4, (ivv) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation Nevada Secretary pursuant to the MGCL, (v) any notices to NRS and all other filings required under the NRS or filings by the Nevada Secretary in connection with the Small Business Administration (the “SBA”)Merger, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any 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, and (vii) 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 Bank of America Camber Common Stock and New Camber Preferred pursuant to this Agreement and the approval of the listing of such Bank of America Camber Common Stock on the NYSENYSE American, as applicable; and (v vii) the consent of the holders of Camber’s Series C Preferred Stock and Series G Preferred Stock, no material consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (SRO) (each a “Governmental Entity Entity”) are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA Camber of this Agreement Agreement, or (B) the Stock Option Agreement.consummation by Xxxxxx of the transactions contemplated hereby. As of the date hereof, Xxxxxx is not aware of any reason why the necessary regulatory approvals and consents will not be received by Camber or Merger Sub to permit consummation of the Merger on a timely basis. As of the date hereof, to the knowledge of Camber, there is no fact or circumstance existing that would require or reasonably be expected to require either party to invoke their right to change the structure of effecting the combination of Viking and Camber to a Direct Merger (as defined below) pursuant to Section 6.15 hereof. February 2021 - April 2023 – First Amendment to

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) 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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, filing and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notices or filings under the HSR Act, (vii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (viiviii) 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 Bank of America Common Capital Stock pursuant to this Agreement and Agreement, (ix) the approval of listing this Agreement by the requisite vote of such stockholders of Bank of America Common Stock on and (x) filings, if any, required as a result of the NYSEparticular status of FleetBoston, 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 MBNA Bank of America of the Merger and the other transactions contemplated by this Agreement or and the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option AgreementAgreements.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of FRB under the BHC Act, HOLA and the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act 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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and the filing and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)Registration 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDGCL, (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 advisers or transfer agents and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSENASDAQ, or that are required under consumer finance, mortgage banking and other similar laws, laws and (viivi) such filings and approvals filings, if any, 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 shares particular status of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSEUNNF, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA 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 or the Stock Option Agreementcontemplates.

Consents and Approvals. Except as set forth in Section 7.6 of the Pinnacle Disclosure Schedule, no consent, registration, declaration, or filing with, any Governmental Entity is required by Pinnacle or any of its Subsidiaries in connection with the execution, delivery and performance by CEH LLC of this Agreement and the other Transaction Documents to which it is a party or the consummation by CEH LLC of the transactions contemplated hereby or thereby, except for (ia) the filing of applications a pre-merger notification and noticesreport form by CEH LLC under the HSR Act, as applicable, with and the Board of Governors expiration or termination of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and noticesapplicable waiting period thereunder, (iib) the filing, if applicable or advisable, of a request for an Advance Ruling Certificate pursuant to Section 102 of the Competition Act (Canada) and/or the filing of any required applications, filings or notices a pre-merger notification by CEH LLC in accordance with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office Part IX of the Superintendent of Financial Institutions Competition Act (the “OSFI”Canada) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval the expiration of such applications, filings and notices (the “Other Regulatory Approvals”)applicable waiting period thereunder, (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDelaware, (vd) any notices to or such filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with any state or local tax that is attributable to the rules beneficial ownership of the Pinnacle Real Property ("Gains and regulations of any applicable industry self-regulatory organization (“SRO”Transfer Taxes"), if any, (e) such other filings and the rules of the NYSE, or that are consents as may be required under consumer financeany environmental, mortgage banking and other similar lawshealth or safety law or regulation pertaining to any notification, and (vii) such filings and approvals as are disclosure or 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 Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation necessitated by MBNA of the Merger and or the other transactions contemplated by in this Agreement and the other Transaction Documents to which CEH LLC is a party and (f) such other consents, approvals, orders, authorizations, registrations, declarations, filings, notices or permits the Stock Option Agreement. No consents failure of which to be obtained or approvals of made would not, individually or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementaggregate, have a Pinnacle Material Adverse Effect.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iiia) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 S-4, and such reports under Sections 12, 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement, the Support and Standstill Agreements, the Registration Rights Agreement and the filing transactions contemplated hereby and effectiveness of thereby, and obtaining from the registration statement contemplated by Section 1.5(e)SEC such orders as may be required in connection therewith, (ivb) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDLLCA, as applicable, (vc) any notices to or filings with under the Small Business Administration (HSR Act and the “SBA”)termination or expiration of any applicable waiting period thereunder, (vi) any and such other consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are registrations as may be required under consumer financeany foreign antitrust, mortgage banking and other similar lawsmerger control or competition Laws, and (viid) such filings and approvals as are required to be made or obtained under the Securities Act, and the securities or “Blue Skyblue sky” laws Laws of various states in connection with the issuance of the shares of Bank of America Parent Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Bank of America Parent Common Stock on the NYSE, (e) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Company Disclosure Schedule, (f) the Required Stockholder Approval, and (g) such filings or notices required under the rules and regulations of the NYSE and (h) such other consent, approvals, filings or registrations the failure of which to be made or obtained would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no consents or approvals of or of, filings or registrations with with, or notices to any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or applicable exchange or self-regulatory organization, including FINRA (each a “Governmental Entity Entity”), are necessary in connection with (i) the execution and delivery by the Company or SCCII of this Agreement and (ii) the consummation by MBNA the Company of the Merger 1 and by SCCII of Merger 2 and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for Other than (i) applicable requirements of the Securities Act, the Exchange Act, and state securities and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the Certificate of Merger and the Articles of Merger with the Delaware Secretary and the Washington Secretary, respectively, (iii) the filing of applications and notices, as applicable, notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSAReserve”), the Canadian Office FDIC, the Treasury, the State of the Superintendent Washington Department of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any applicable industry self-regulatory organization (“SROWashington DFI”), and the rules State of California Department of Financial Institutions, and the NYSEreceipt of approval or notice of non-objection thereto and the expiration of any related waiting periods, (iv) such approvals, indications of non-objection or that are required under consumer finance, mortgage banking agreements from applicable bank regulatory agencies and other similar lawsthe Treasury as Acquirer shall consider necessary or advisable to enable Acquirer to make payment to the Treasury for the Series A Preferred Stock in the Merger and to purchase the Treasury Warrant, and (viiv) such other consents of, 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 Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSEwith, no consents authorizations or approvals of or filings or from and registrations with any Governmental Entity are which if not obtained or made would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole (clauses (iii) through (v), collectively the “Requisite Regulatory Consents”), no notice or application to or filing with, or consent or notice of non-objection of, any Governmental Entity or any other Person is necessary in connection with the Company’s execution, delivery or performance of this Agreement, and the consummation by MBNA of the Merger, the Bank Merger and the other transactions contemplated hereby. A list of all Requisite Regulatory Consents and any other regulatory consents that are required by this Agreement the Company, its Subsidiaries or any of their Affiliates as of the Stock Option Agreement. No consents or approvals date hereof is disclosed in Section 3.02(e) of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option AgreementCompany Disclosure Schedule.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Board 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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office any state banking authorities listed on Section 3.4 of the Superintendent Company Disclosure Schedule or Section 4.4 of Financial Institutions (the “OSFI”) and any other foreign, 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”) Parent Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-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 the Articles of Bank Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLCertificates, (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 rules and regulations of any 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, and (viig) 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 Bank of America Parent Common Stock pursuant to this Agreement and (h) the approval of the listing of such Bank of America Parent Common Stock on the NYSENew York Stock Exchange, 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 Agreement or (ii) the consummation by MBNA Parent or Merger Sub of the Merger and the other transactions contemplated by this Agreement or hereby (including the Stock Option AgreementBank Merger). No As of the date hereof, Parent 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 MBNA of this Agreement or the Stock Option 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 System (the “Federal Reserve Board”) 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 the United Kingdom Financial Services Authority (OCC and the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, (iii) the filings and notices with respect to the State Approvals (the “Other Regulatory including receipt of such State Approvals”), (iiiiv) the filing of any requisite applications with the 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 (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, filing and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-4, (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDGCL, (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 rules and regulations of any 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, and (viiviii) 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 Bank of America Common Parent 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 by the requisite votes of such Bank the stockholders of America Common Stock on Parent, (x) the NYSEfiling of the appropriate documents necessary to cause the Charter Amendment to become effective with the Secretary of State of the State of Delaware, (xi) the consents and approvals set forth in Section 4.4 of the Parent Disclosure Schedule, and (xii) the consents and approvals of third parties which are not Governmental Entities, the failure of which to obtain will not have and would not be reasonably expected to have a Material Adverse Effect, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary in connection with (A) the execution and delivery by Parent and Merger Sub of the Parent Documents and (B) the consummation by MBNA Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA of this Agreement or the Stock Option Agreementthereby.

Consents and Approvals. Except for (ia) the filing of applications The parties hereto shall cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as applicablepromptly as practicable all permits, with the Board consents, approvals and authorizations of Governors of the Federal Reserve System all third parties (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”"THIRD PARTY APPROVALS") and any other foreignfederal, federal state and local governmental agencies and authorities ("GOVERNMENTAL AUTHORITIES") which are necessary or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating advisable to the meeting of MBNA’s stockholders to be held in connection with this Agreement and consummate the transactions contemplated by this Agreement (including without limitation the “Proxy Statement”Offer and the Merger) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus"GOVERNMENTAL APPROVALS" and, together with Third Party Approvals, "APPROVALS"), and declaration to comply with the terms and conditions of effectiveness all such Approvals. Each of the Form S-4 parties hereto and their respective officers, directors and affiliates shall use their reasonable best efforts to file within 15 days after the filing date hereof, and effectiveness of in all events shall file within 30 days after the registration statement contemplated by Section 1.5(e)date hereof, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL all required initial applications and the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions documents in connection with compliance with obtaining the rules Governmental Approvals and regulations of any applicable industry self-regulatory organization (“SRO”)shall act reasonably and promptly thereafter in responding to additional requests in connection therewith; and each party will use its reasonable best efforts to secure such Governmental Approvals as expeditiously as practicable. Parent and the Company shall have the right to review in advance, and to the rules extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the NYSEinformation relating to Parent or the Company, as the case may be, and any of their respective subsidiaries, directors, officers and stockholders which appear in any filing made with, or that are required under consumer financewritten materials submitted to, mortgage banking and other similar laws, and (vii) such filings and approvals as are required to be made any third party or obtained under the securities or “Blue Sky” laws of various states any Governmental Authority in connection with the issuance of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents Without limiting the foregoing, each of Parent and the Company (the "NOTIFYING PARTY") will notify the other promptly of the receipt of comments or approvals requests from Governmental Authorities relating to Governmental Approvals, and will supply the other party with copies of all correspondence between the Notifying Party or filings or registrations any of its representatives and Governmental Authorities with any respect to Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option AgreementApprovals.

Consents and Approvals. Except for (ia) the filing of applications and noticesany required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSAReserve”), the Canadian FDIC, the State of Georgia Department of Banking and Finance, the South Carolina State Board of Financial Institutions, the South Carolina Office of the Superintendent Commissioner of Financial Institutions Banking, the Office of the Comptroller of the Currency (the “OSFI”) and any other foreign, 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 EntityOCC”) and approval of or non-objection to such applications, filings and notices (the “Other Regulatory Approvals”)notices, (iiib) compliance with any applicable requirements of the filing with Exchange Act and the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)Act, (ivc) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Georgia and the Secretary of State of the State of South Carolina pursuant to the DGCL GBCC and the BCA, respectively, (d) the filing of the Articles of Bank Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLCertificates, (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 rules and regulations of any 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, and (viie) 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 Bank of America Parent Common Stock pursuant to this Agreement and (f) approval of listing of such Bank of America Parent Common Stock on the NYSENASDAQ Global Select Market (the “NASDAQ”), no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity Entity”) are necessary required to be made or obtained by Company or any of its Subsidiaries in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA Company of this Agreement or (ii) the Stock Option Agreementconsummation of the transactions contemplated hereby, except for any immaterial consents, approvals, authorizations, filings or registrations. The only material third-party consents necessary in connection with (A) the execution and delivery by Company of this Agreement and (B) the consummation of the transactions contemplated hereby not referenced above are set forth in Section 3.4 of the Disclosure Schedule.

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 Board of Governors of appropriate financial regulatory authorities in the Federal Reserve System (the “Federal Reserve Board”) under 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 respect to the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Exchangeable Shares, (iiid) the filing with the Securities Court, the SEC, the OSC and Exchange Commission (the “SEC”) other Canadian securities regulatory authorities of a Proxy Statement joint proxy statement and proxy circular in definitive form relating to the meeting meetings of MBNA’s stockholders Newcourt's shareholders and CIT's shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “"Proxy Statement”Circular") and the mailing to Newcourt's shareholders of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, Circular and the filing by CIT and declaration of the effectiveness of the Form S-4 and the filing and effectiveness Registration Statement in respect of the registration statement contemplated by Section 1.5(e)shares of CIT Common Stock issuable upon the exchange of the Exchangeable Shares, (ive) the filing approval of the Certificate Plan of Merger Arrangement by the requisite vote of the shareholders of Newcourt, (f) filings with the Secretary of State Director appointed pursuant to Section 278 of the State OBCA, (g) approval of Delaware pursuant to the DGCL TSE regarding the listing of the Exchangeable Shares, (i) the approval of the Court of the Arrangement and the filing of the Articles of Merger with Arrangement and any other documents required by the Maryland State Department OBCA by way of Assessments issuance of the Interim Order and Taxation pursuant to the MGCLFinal Order, and (vh) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consentssuch filings, authorizations, approvalsorders and approvals as may be required under the Ontario Securities Act and other relevant Canadian securities statutes, filings any other applicable federal, provincial or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), state securities laws and the rules of the NYSETSE, or that are required under consumer finance, mortgage banking the ME and other similar laws, and (vii) 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 Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, 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 MBNA Newcourt of the Merger Arrangement and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementhereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors approval of the Federal Reserve System (Merger by the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions Thrift Supervision (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory ApprovalsOTS”), (iiiii) the filing with the Securities and Exchange Commission (the “SEC”) of a the Proxy Statement in definitive form relating to (as hereinafter defined), other filings or approvals as may be required under the meeting Securities Exchange Act of MBNA’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement 1934, as amended (the “Proxy StatementExchange Act”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)or applicable state securities laws, (iviii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and DGCL, (iv) the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLICBC Stockholder Approval, (v) any notices to or filings with under the Small Business Administration Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “SBAHSR Act”), and (vi) any consentsthe consents and approvals set forth in Section 4.5 of the ICBC Disclosure Schedule, authorizationsno consents or approvals of, approvals, or filings or exemptions in connection with compliance with the rules and regulations of registrations with, any applicable industry court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each, a “SROGovernmental Entity”), and the rules of the NYSE, ) or that are required under consumer finance, mortgage banking and other similar laws, and (vii) 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 Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity other third party are necessary in connection with (A) the execution and delivery by ICBC of this Agreement and (B) the consummation by MBNA ICBC of the Merger and the other transactions contemplated hereby. As of the date of this Agreement, ICBC does not know of any reason why any Requisite Regulatory Approval (as hereinafter defined) should not be obtained on a timely basis, or will be received with conditions, limitations or restrictions that would reasonably be expected to adversely impact ICBC’s ability to complete the transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (ia) the filing of applications applications, filings, certificates and notices, as applicable, with the Board NASDAQ and the approval of Governors the listing on the NASDAQ of the shares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval or waiver of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices filings, certificates and notices, as applicable, with the United Kingdom Financial Services Authority (OCC in connection with the “FSA”)Bank Merger, the Canadian Office including filing of the Superintendent notice of Financial Institutions (consummation with the “OSFI”) and any other foreignOCC pursuant to the National Bank Act, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (iiid) the filing with the Securities SEC of (i) any filings that are necessary under applicable requirements of the Exchange Act and Exchange Commission (ii) the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and S-4, (e) the filing of applications, filings, certificates and effectiveness of notices, as applicable, with the registration statement contemplated by Section 1.5(e)NJ Department, (ivf) the filing of the First-Step Merger Certificate of Merger with the Secretary New Jersey Department of State Treasury pursuant to the BCA, (g) the filing of the State Second-Step Merger Certificates with the Delaware Secretary and the New Jersey Department of Delaware pursuant to Treasury in accordance with the DGCL and the BCA, respectively, (h) the filing of the Articles of Bank Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any 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, Certificate and (viii) 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 Bank of America Parent Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSEAgreement, no consents or approvals of or filings or registrations with any Governmental Entity or any other third party are necessary in connection with (A) the execution and delivery by Parent or Merger Sub of this Agreement, (B) the consummation by MBNA Parent or Merger Sub of the Merger Integrated Mergers and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA Parent Bank of this the Bank Merger Agreement or (D) the Stock Option Agreementconsummation by Parent Bank of the Bank Merger.

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 System (the “Federal Reserve BoardReserve”) under the BHC Act and approval of such applications the Bank Merger Act and noticesthe regulations promulgated pursuant thereto, (iiy) the filing CDBO under the California banking laws or regulations and the Texas Department of any required applicationsBanking (“TDB”) under the Texas banking laws or regulations, filings or notices with and (z) the United Kingdom Financial Services Authority China Banking Regulatory Commission (the “FSACBRC”), and the Canadian Office approval of or nonobjection to the Superintendent of Financial Institutions foregoing applications, notices and waiver requests (collectively, the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Required Regulatory Approvals”), (iiiii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 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”) in which the Proxy Statement will be included as a prospectus, and declaration any amendments or supplements thereto, the “Registration Statement”), which will include the proxy statement/prospectus to be used in soliciting the approval of effectiveness MetroCorp’s stockholders at the MetroCorp Special Meeting (such proxy statement as amended or supplemented is referred to herein as the “Proxy Materials”), (iii) the approval of this Agreement by the requisite vote of the Form S-4 and the filing and effectiveness stockholders of the registration statement contemplated by Section 1.5(e)MetroCorp, (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 State of the Articles State of Merger with the Maryland State Department of Assessments and Taxation Texas pursuant to the MGCLTBOC, (v) any notices to or filings the filing of the Bank Merger Agreements with the Small Business Administration (CDBO and the “SBA”)California Secretary of State to give effect to the Bank Mergers, (vi) any such other consents, approvals, orders, authorizations, approvalsregistrations, declarations and filings or exemptions in connection with compliance with waivers thereof as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the rules and regulations securities or antitrust laws of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsforeign country, and (vii) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws set forth in Section 3.4 of various states in connection with the issuance of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSEMetroCorp 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 MBNA MetroCorp of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA the Banks of this Agreement the 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 Stock Option Agreementfailure of which to obtain will not have a Material Adverse Effect on MetroCorp.

Consents and Approvals. Except No consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity having jurisdiction over any of the Debtors or any of their properties (each, an “Applicable Consent”) is required for (i) the filing execution and delivery by the Company and, to the extent relevant, the other Debtors, of applications this Agreement, the Plan and noticesthe other Transaction Agreements, as applicablethe compliance by the Company and, to the extent relevant, the other Debtors, with the Board of Governors provisions hereof and thereof and the consummation of the Federal Reserve System transactions contemplated herein and therein, except for (a) the “Federal Reserve Board”) under entry of the BHC Act Approval Order authorizing the Company to assume this Agreement and approval of such applications and noticesperform the BCA Approval Obligations, (iib) entry of the Disclosure Statement Order, (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Chapter 11 Cases from time-to-time; (d) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office entry of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Confirmation Order, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to be held all applicable waiting periods under any Antitrust Laws 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)Agreement, (ivf) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLsuch consents, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consentsapprovals, authorizations, approvals, filings registrations or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are qualifications as may be required under consumer finance, mortgage banking and other similar laws, and (vii) such filings and approvals as are required to be made or obtained under the state securities or “Blue Sky” laws of various states Laws in connection with the purchase of the Commitment Notes and Available Notes, if any, by the Commitment Parties and the issuance of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA New Second Lien PIK Toggle Notes as payment of the Merger Commitment Premium, and (g) any Applicable Consents that, if not made or obtained, would not reasonably be expected to have, individually or in the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementaggregate, a Material Adverse Effect.

Consents and Approvals. Except for No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each, a "Governmental Entity") or any Person is required by or with respect to Parent, its Subsidiaries or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except for: (i) the filing of applications consents and notices, as applicable, with the Board of Governors approvals set forth in Section 3.01(f) of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, Parent Disclosure Schedule; (ii) the filing of any all required applications, filings or notices documents in Delaware and Canada in connection with the United Kingdom Financial Services Authority Parent’s conversion from a Canadian corporation to a Delaware corporation (the “FSA”"Redomestication"), and such filings shall have become effective; (iii) the Canadian Office filing of a premerger notification and report form by Parent under the Superintendent Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Financial Institutions 1976, as amended (including the “OSFI”) rules and regulations promulgated thereunder, the "HSR Act"), and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other foreignapplicable foreign competition, federal merger control, antitrust or state banking, insurance similar law or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities regulation; (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iiiiv) the filing with the Securities and Exchange Commission (the “"SEC”") of (A) a Proxy Statement in definitive form proxy statement relating to the meeting transactions contemplated hereby (as amended or supplemented from time to time, the "Proxy Statement") and (B) such reports under the Securities Exchange Act of MBNA’s stockholders to 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act"), as may be held required in connection with this Agreement and the transactions contemplated by this Agreement Agreement; (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (ivv) the filing of the a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of the Articles of Merger appropriate documents with the Maryland State Department relevant authorities of Assessments and Taxation pursuant other states in which Parent or Merger Sub is qualified to the MGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), do business; (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with approval of the rules and regulations of any applicable industry self-regulatory organization (“SRO”), listing on the Nasdaq and the rules Boston Stock Exchange of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, Parent Common Stock to be issued as the Merger Consideration; and (vii) such filings other consents, approvals, orders, authorizations, actions, registrations, declarations and approvals as are required filings, the failure of which to be obtained or made individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Bank of America Common Stock pursuant aggregate has not had and would not reasonably be expected to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementhave a Parent Material Adverse Effect.

Consents and Approvals. Except for (i) the filing of applications a notification and notices, as applicable, with report form under the Board of Governors HSR Act and the termination or expiration of the Federal Reserve System (the “Federal Reserve Board”) waiting period under the BHC Act and approval of such applications and noticesHSR Act, (ii) the filing of any other required applications, filings applications or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal state or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative foreign agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings applications and notices (the “"Other Regulatory Approvals”"), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form joint proxy statement/prospectus relating to the meeting of MBNA’s stockholders matters to be held in connection with this Agreement submitted to Xxxxxxxx'x stockholders at the Xxxxxxxx Stockholders Meeting and the transactions contemplated by this Agreement matters to be submitted to Tosco's stockholders at the Tosco Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “"Joint Proxy Statement”/Prospectus") and of a registration statement on Form S-4 with respect to the issuance of Xxxxxxxx Common Stock in the Merger (the “such Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of any amendments or supplements thereto, the "Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(eS-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 the Nevada Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLMerger, (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 rules and regulations of any 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, and (viivi) 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 Bank of America Xxxxxxxx Common Stock pursuant to this Agreement (the consents, approvals, filings and approval registration required under or in relation to the foregoing clauses (ii) though (vi) being referred to as "Necessary Consents") and (vii) such other consents, approvals, filings and registrations the failure of listing of such Bank of America Common Stock which to obtain or make would not reasonably be expected to have a Material Adverse Effect on the NYSETosco, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a "Governmental Entity Entity") are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA Tosco of this Agreement or and (B) the Stock Option consummation by Tosco of the transactions contemplated by this Agreement.

Consents and Approvals. Except for (i) the filing of applications the requisite Supplemental Listing Application and any other required applications, filings and notices, as applicable, with the Board of Governors NYSE, and the approval of the Federal Reserve System listing of the shares of Voting Common Stock and shares of Voting Common Stock (A) issued hereunder and (B) to be issued upon the “Federal Reserve Board”conversion of the Non-Voting Common Equivalent Stock (I) under that shall be issuable pursuant hereto and (II) for which the BHC Act and approval of such applications and noticesWarrant may be exercised, (ii) the filing with the SEC of any required applications, filings or notices with that are necessary under the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office applicable requirements of the Superintendent Exchange Act, including the filing of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (joint proxy statement/prospectus in definitive form relating to the “Other Regulatory Approvals”)Company Stockholders Meeting, (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger Supplementary with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any 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, State and (viiiv) 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 Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSECompany Share Issuance, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the consummation execution and delivery by MBNA Purchaser of this Agreement or (B) the Merger Company Share Issuance and the other transactions contemplated by this Agreement hereby. As of the date hereof, Purchaser has no knowledge of any reason why the necessary regulatory approvals and consents, or satisfaction of the Stock Option Agreement. No consents condition set forth in Section 1.2(b)(i)(3), will not be received or approvals satisfied, as applicable, in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Company Share Issuance and delivery by MBNA of this Agreement or the Stock Option Agreementother transactions contemplated hereby.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) 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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office any state banking authorities listed on Section 3.4 of the Superintendent Company Disclosure Schedule or Section 4.4 of Financial Institutions (the “OSFI”) and any other foreign, 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”) Parent Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (iiig) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-4, (ivh) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation Tennessee Secretary pursuant to the MGCL, (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 rules and regulations of any applicable industry self-regulatory organization (“SRO”)TBCA, and the rules filing of the NYSEBank Merger Certificates, or that are required under consumer finance, mortgage banking and other similar laws, and (viii) 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 Bank of America Parent Common Stock pursuant to this Agreement and (j) the approval of the listing of such Bank of America Parent Common Stock on the NYSENew York Stock Exchange, 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 Agreement or (ii) the consummation by MBNA Parent or Merger Sub of the Merger and the other transactions contemplated by this Agreement or hereby (including the Stock Option AgreementBank Merger). No As of the date hereof, Parent 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 MBNA of this Agreement or the Stock Option AgreementBank Merger on a timely basis.

Consents and Approvals. Except No consent, approval, authorization, order, registration or qualification of or with any third party or any Governmental Entity is required for the distribution of the Rights, the sale, issuance and delivery of the Offered Shares upon exercise of the Rights (including the Investor Offered Shares and, if applicable, the Investor Over-Subscription Shares), the consummation of the Rights Offering, and the execution and delivery by the Company of the Transaction Agreements and performance of and compliance by the Company with all of the provisions thereof and the consummation of the transactions contemplated therein, except (i) the filing of applications and notices, as applicable, with registration under the Board of Governors Securities Act of the Federal Reserve System issuance of the Offered Shares (excluding any Investor Offered Shares and any Investor Over-Subscription Shares) pursuant to the “Federal Reserve Board”) under the BHC Act and approval exercise of such applications and noticesRights, (ii) the filing of any such consents, approvals, authorizations, registrations or qualifications as may be required applications, filings under state securities or notices “blue sky” laws in connection with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office distribution of the Superintendent Rights and the issuance of Financial Institutions the Offered Shares (the “OSFI”) including any Investor Offered Shares and any other foreign, federal or state banking, insurance or other regulatory or selfInvestor Over-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”Subscription Shares) and approval pursuant to the exercise of such applications, filings and notices (the “Other Regulatory Approvals”)Rights, (iii) if applicable, filings required under, and compliance with other applicable requirements of, the filing with Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the Securities rules and Exchange Commission regulations promulgated thereunder (the “SECHSR Act”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (iv) the filing of the Certificate of Merger filings required with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions New York Stock Exchange in connection with compliance with listing of the rules and regulations of any applicable industry self-regulatory organization (“SRO”), Rights and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (vii) such filings and approvals as are required shares to be made or obtained under issued in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Bank of America Common Stock Rights Offering and pursuant to this Agreement and approval of listing of such Bank of America Common Stock on (v) the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA registration of the Merger and resale of the other transactions contemplated by shares issued to the Investors pursuant to this Agreement Agreement, including such “blue sky” consents, approval authorizations, registrations or the Stock Option Agreement. No consents qualifications as may be necessary or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementappropriate.

Consents and Approvals. Except for (a) On or as promptly as practicable after the date hereof, the Selling Parties shall cause Parent to deliver notice (a copy of which will be furnished to Buyer) to the Federal Trade Commission, as required under that certain order, dated June 17, 1998, to which Parent is subject (the "CONSENT DECREE"). The Selling Parties and Buyer shall each use all commercially reasonable efforts to obtain, and in the case of the Selling Parties, cause Parent and the Partnership Entities to obtain, all necessary consents, waivers, authorizations and approvals of all Governmental Authorities and of all other Persons required in connection with the execution, delivery and performance by such party of this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings. If the parties agree that a filing is required, each party shall (i) the filing of applications and noticesfile or cause to be filed, as applicablepromptly as practicable (and in any event within five (5) business days after the execution and delivery of this Agreement), with the Board Federal Trade Commission and the United States Department of Governors of the Federal Reserve System (the “Federal Reserve Board”) Justice, all reports and other documents required to be filed by such party under the BHC Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX XXX") concerning the transactions contemplated hereby and approval of such applications and notices, (ii) promptly comply with or cause to be complied with any requests by the filing of any required applications, filings Federal Trade Commission or notices with the United Kingdom Financial Services Authority (States Department of Justice for additional information concerning such transactions, in each case so that the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating waiting period applicable to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any 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, and (vii) such filings and approvals as are required to be made or obtained hereby under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with HSR Act shall expire as soon as practicable after the execution and delivery by MBNA of this Agreement Agreement. Each party agrees to request, and to cooperate with the other party in requesting, early termination of any applicable waiting period under the HSR Act. The costs of any filing fees required in connection with any HSR filing shall be borne equally between Buyer, on the on hand, and the Selling Parties, on the other hand; provided, however, that any and all costs and expenses otherwise incurred by any of the parties in connection with obtaining any necessary consents, waivers, authorizations and approvals hereunder shall be borne solely by the party required to obtain or deliver such consents, waivers, authorizations and approvals; provided, further, any and all costs and expenses incurred by any of the Stock Option Agreementparties in connection with obtaining the waivers, consents and amendments referred to in Section 5.13 hereunder shall be borne by the Selling Parties.

Consents and Approvals. Except for (ia) the filing of applications any application, filing, or submission required to be made and noticesany consent, as applicableapproval, with the Board of Governors authorization, or authority required to be made or obtained under Title 49 of the Federal Reserve System (United States Code or under any regulation, rule, order, notice, or policy of the “Federal Reserve Board”) under FAA, the BHC Act DOT, the FCC, and approval of such applications and noticesthe DHS, including the TSA, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iiib) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectusincluded, and declaration of effectiveness of the Form S-4 S-4, and the filing with the SEC of such reports under, and effectiveness of such other compliance with, the registration statement contemplated by Section 1.5(e)Exchange Act, the Securities Act, and the rules and regulations thereunder, (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 the Articles of Merger with the Maryland Nevada Secretary of State Department of Assessments and Taxation pursuant to the MGCLNRS and with the relevant authorities in other jurisdictions in which Southwest is qualified to do business, (vd) any notices to or filings with under the Small Business Administration (the “SBA”)HSR Act, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any 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, and (viie) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Skyblue sky” laws of various states Laws in connection with the issuance by Southwest of the shares of Bank of America Southwest Common Stock issuable pursuant to this Agreement ARTICLE II, (f) any filings required under the rules and approval regulations of listing of such Bank of America Common Stock on the NYSE, (g) consents and approvals listed in Section 4.4 of the Southwest Disclosure Letter, and (h) such other consents, approvals, Orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made would not result in a Southwest Material Adverse Effect or be reasonably likely, individually or in the aggregate, to prevent, materially delay, or materially impair the ability of Southwest or Merger Sub to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement, no consents or consents, approvals of or of, filings or registrations with with, or Orders, authorizations, or authority of any Governmental Entity Authority are necessary in connection with (i) the execution and delivery by Southwest and Merger Sub of this Agreement, (ii) the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or by Southwest and Merger Sub, and (iii) the Stock Option Agreement. No consents or approvals performance by Southwest and Merger Sub of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementtheir obligations hereunder.

Consents and Approvals. Except for (i) the filing of any required applications and notices, or notices with governmental agencies or authorities as applicable, with the Board of Governors set forth in Schedule 3.4 of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Company Disclosure Schedule and approval of such applications and noticesnotices (the "REGULATORY APPROVALS"), (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office SEC of the Superintendent of Financial Institutions Form S-4 (as defined in Section 6.1(a)) containing the “OSFI”) and any other foreign, 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 Proxy Statement/Prospectus (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”as defined in Section 6.1(a)), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (iv) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Minnesota pursuant to the DGCL and MBCA, (iv) the filing expiration of any applicable waiting period under the Articles Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger with 1976, as amended (the Maryland State Department of Assessments and Taxation pursuant to the MGCL"HSR ACT"), (v) any notices to or filings with the Small Business Administration (the “SBA”)Company Shareholder Approval, (vi) any consentsthe filing with the SEC of such reports under the Securities Exchange Act of 1934, authorizationsas amended (the "EXCHANGE ACT"), approvals, filings or exemptions as may be required in connection with compliance with the rules execution and regulations delivery of any applicable industry self-regulatory organization (“SRO”), this Agreement and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, transactions contemplated hereby and (vii) such other consents, approvals, filings and approvals as are required registrations the failure to obtain which would not, individually or in the aggregate, reasonably be made or obtained under the securities or “Blue Sky” laws of various states expected to result in connection with the issuance of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock a Material Adverse Effect on the NYSECompany, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the court, administrative agency or commission or other transactions contemplated by this Agreement governmental or the Stock Option Agreement. No consents regulatory authority or approvals of or filings or registrations with any Governmental Entity instrumentality (each a "GOVERNMENTAL ENTITY"), are necessary in connection with the execution and delivery by MBNA Company of this Agreement or the Stock Option AgreementReceivables Agreements or the consummation by Company of the transactions contemplated hereby or thereby. Company has no reason to believe that any regulatory approvals or consents required to consummate the transactions contemplated by this Agreement (the "REQUISITE REGULATORY APPROVALS") will not be obtained on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications a notification and notices, as applicable, with report form under the Board of Governors HSR Act and the termination or expiration of the Federal Reserve System (the “Federal Reserve Board”) waiting period under the BHC Act HSR Act, (b) the filing of any other required applications or notices with any state or foreign agencies and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “"Other Regulatory Required Governmental Approvals”"), (iiic) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form joint proxy statement/prospectus relating to the meeting of MBNA’s stockholders matters to be held in connection with this Agreement submitted to Parent's stockholders at the Parent Stockholders Meeting and to Company's stockholders at the transactions contemplated by this Agreement Company Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “"Joint Proxy Statement”/Prospectus") and of a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (the “such Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of any amendments or supplements thereto, the "Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(eS-4"), (ivd) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLMerger, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vie) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSENASDAQ, or that are required under consumer finance, mortgage banking and other similar laws, and (viif) 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 Bank of America Parent Common Stock pursuant to this Agreement (the consents, approvals, filings and approval registration required under or in relation to the foregoing clauses (b) though (f) being referred to as "Necessary Approvals") and (g) such other consents, approvals, filings and registrations the failure of listing of such Bank of America Common Stock which to obtain or make would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company or the NYSESurviving Entity, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a "Governmental Entity Entity") are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA Company of this Agreement, (ii) the performance by Company of its obligations under this Agreement or and (iii) the Stock Option consummation by Company of the 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 System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”)FDIC, the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) GDBF and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNAGBC’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (iv) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware North Carolina pursuant to the DGCL NCBCA and with the filing Secretary of State of the Articles State of Merger with the Maryland State Department of Assessments and Taxation Georgia pursuant to the MGCLGBCC, (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 rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSENasdaq National Market, or that are required under consumer finance, mortgage banking and other similar laws, and (viivi) 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 Bank of America First Charter Common Stock pursuant to this Agreement and approval of listing of such Bank of America First Charter Common Stock on with the NYSENasdaq National Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA GBC of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA GBC of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating Subject to the meeting terms and conditions of MBNA’s stockholders this Agreement, each of CME Holdings and CBOT Holdings will use its reasonable best efforts to take, or cause to be held in connection with this Agreement taken, all actions 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSEdo, or that are required under consumer finance, mortgage banking and other similar laws, and (vii) such filings and approvals as are required cause to be made done, all things necessary, proper or obtained advisable under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Bank of America Common Stock pursuant applicable Law to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of consummate the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities or Self-Regulatory Organizations and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities or Self-Regulatory Organizations, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity or Self-Regulatory Organization, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the Stock Option consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity or Self-Regulatory Organization vacated or reversed; (v) the taking of all reasonable acts and efforts, from the date of this Agreement to the Effective Time, to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code; and (vi) the execution or delivery of additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. No consents In furtherance and not in limitation of the foregoing, each of CME Holdings and CBOT Holdings shall (A) make or approvals cause to be made the filings required of such party under the HSR Act, the Commodity Exchange Act and the Foreign Competition Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (B) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or by any other Governmental Entity or Self-Regulatory Organization (including under any Foreign Competition Laws) in respect of such filings or registrations such transactions and (C) act in good faith and reasonably cooperate with the other party in connection with any such filings (including, if requested by the other party, to accept all reasonable additions, deletions or changes suggested by the other party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity or Self-Regulatory Organization under any of the HSR Act, the Foreign Competition Laws, the Xxxxxxx Act, the Xxxxxxx Act, the Commodity Exchange Act and any other Laws or Orders that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transaction. To the extent not prohibited by applicable Law, CBOT Holdings shall use all commercially reasonable efforts to furnish to CME Holdings all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each Party shall give each other Party reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity or Self-Regulatory Organization regarding any such filings or any such transaction. No Party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity are necessary or Self-Regulatory Organization in respect of any such filings, investigation or other inquiry without giving the other Party prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity or Self-Regulatory Organization, the opportunity to attend or participate. Each Party shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the execution HSR Act, the Foreign Competition Laws or other Antitrust Laws. CME Holdings and delivery by MBNA CBOT Holdings shall mutually cooperate in coordinating any filings and obtaining any necessary approvals under the HSR Act, the Foreign Competition Laws, Commodity Exchange Act or any other Antitrust Laws, including the timing of the initial filing, which will be made as promptly as practicable after the date of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (ia) the filing of applications any application, filing, or submission required to be made and noticesany consent, as applicableapproval, with the Board of Governors authorization, or authority required to be made or obtained under Title 49 of the United States Code or under any regulation, rule, order, notice, or policy of the U.S. Federal Reserve System Aviation Administration (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSAFAA”), the Canadian Office U.S. Department of the Superintendent of Financial Institutions Transportation (the “OSFIDOT”) and any other foreign), federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices the Federal Communications Commission (the “Other Regulatory ApprovalsFCC”), and the U.S. Department of Homeland Security (the “DHS”), including the U.S. Transportation Security Administration (the “TSA”), (iiib) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement AirTran Stockholders Meeting (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) , in which the Proxy Statement will be included as a prospectus(the “Form S-4”), and declaration of effectiveness of the Form S-4 S-4, and the filing with the SEC of such reports under, and effectiveness such other compliance with, the Securities Exchange Act of 1934 (the registration statement contemplated by Section 1.5(e“Exchange Act”), the Securities Act of 1933 (ivthe “Securities Act”), and the rules and regulations thereunder, (c) 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 the Articles of Merger with the Maryland Nevada Secretary of State Department of Assessments and Taxation pursuant to the MGCLNRS, (vd) any notices to or filings with under the Small Business Administration Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “SBAHSR Act”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any 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, and (viie) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Skyblue sky” laws of various states Laws in connection with the issuance by Southwest of the shares of Bank of America Southwest Common Stock issuable pursuant to this Agreement ARTICLE II, (f) any filings required under the rules and approval regulations of listing of such Bank of America Common Stock on the NYSE, (g) notices and supplemental indentures under the AirTran Notes or the AirTran Indentures, (h) consents and approvals listed in Section 3.4 of the AirTran Disclosure Letter, and (i) such other consents, approvals, Orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made would not result in a AirTran Material Adverse Effect or be reasonably likely, individually or in the aggregate, to prevent, materially delay, or materially impair the ability of AirTran to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement, no consents or consents, approvals of or filings of, filings, or registrations with with, or Orders, authorizations, or authority of any Governmental Entity Authority are necessary in connection with (i) the execution and delivery by AirTran of this Agreement, (ii) the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or by AirTran, and (iii) the Stock Option Agreement. No consents or approvals performance by AirTran of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementobligations hereunder.

Consents and Approvals. Except for (ia) the filing filings of applications and notices, as applicable, with the Board of Governors state insurance authorities set forth in Section 3.4 of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Company Disclosure Schedule, and approval of such applications and notices, (iib) the filing of any required applications, filings or notices applications with the United Kingdom Financial Services Authority Federal Deposit Insurance Corporation (the “FSAFDIC”), the Canadian Office of the Superintendent California Department of Financial Institutions (the “OSFI”) Institutions, and any other federal, foreign or state banking, consumer finance, insurance or other foreign, federal or state banking, insurance or other regulatory or regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) set forth in Section 3.4 of the Company Disclosure Schedule, and approval of or non-objection to such applications, filings and notices (the items described in clauses (a) and (b), the “Other Regulatory Approvals”), (iiic) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form relating to the meeting of MBNACompany’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e1.5(i), (ivd) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation SCC pursuant to the MGCLVSCA, (ve) any notices to or filings with required under the Small Business Administration Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “SBAHSR Act”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with and the rules antitrust laws and regulations of any 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, foreign jurisdiction and (viif) 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 Bank of America Parent Common Stock pursuant to this Agreement and approval of listing of such Bank of America Parent Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA Company of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA Company of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors any applicable requirements of the Federal Reserve System 1933 Act, the 1934 Act, state securities laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the regulations thereunder (the “Federal Reserve Board”) under "HSR Act"), and the BHC Act and approval antitrust, competition, foreign investment, or similar laws of such applications and noticesany foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), (ii) approval by the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Company's shareholders, (iii) the filing and recordation of appropriate merger documents as required by the MBCA, (iv) compliance with Sections 302A.471 and 302A.473 of the Securities MBCA regarding dissenters' rights, or (v) any items disclosed on the Disclosure Schedule, the execution and Exchange Commission (the “SEC”) delivery of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to be held in connection with this Agreement and the Stock Option Agreement by the Company, and, to the Company's knowledge, the execution and delivery of the Agreements to Facilitate Merger, and the consummation of the transactions contemplated by this Agreement hereby and thereby will not: (the “Proxy Statement”a) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 violate any provision of the Articles of Merger with Incorporation or Bylaws of the Maryland State Department Company or any Subsidiary; (b) violate any statute, rule, regulation, order, or decree of Assessments any federal, state, local, or foreign body or authority (including, but not limited to, the Food and Taxation pursuant to the MGCL, (v) any notices to or filings with the Small Business Drug Administration (the “SBA”), (vi"FDA") or any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry nongovernmental self-regulatory organization agency) by which the Company or any Subsidiary or any of their respective properties or assets may be bound; (“SRO”c) require any filing with or permit, consent, or approval of any federal, state, local, or foreign public body or authority (including, but not limited to, the FDA or any nongovernmental self-regulatory agency); or (d) result in any violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, result in the loss of any material benefit under, or give rise to any right of termination, cancellation, increased payments, or acceleration under, or result in the creation of any Lien (as defined in Section 3.15) on any of the properties or assets of the Company or any Subsidiary under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, franchise, permit, authorization, agreement, or other instrument or obligation to which the Company or any Subsidiary is a party, or by which it or any of its properties or assets may be bound, except, (x) in the cases of clauses (b) or (c), where such violation, failure to make any such filing or failure to obtain such permit, consent or approval, would not prevent or delay consummation of this Merger or otherwise prevent the Company from performing its obligations under this Agreement and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar lawswould not have a Company Material Adverse Effect, and (viiy) in the case of clause (d), for any such filings and approvals as are required to be made violations, breaches, defaults, or obtained under the securities other occurrences that would not prevent or “Blue Sky” laws delay consummation of various states in connection with the issuance any of the shares of Bank of America Common Stock pursuant to transactions contemplated hereby in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementwould not have a Company Material Adverse Effect.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act and 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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal state or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative foreign agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings applications and notices (the “Other Regulatory "State Approvals”"), (iii) the filing with the Securities and Exchange Commission (the “"SEC”") of a Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of MBNA’s stockholders Mercantile's and Firstar's shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “"Joint Proxy Statement”) "), and of a the registration statement on Form S-4 (the “Form "S-4”") in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 WBCL, (v) the filing of the Missouri Articles of Merger with the Maryland State Department of Assessments and Taxation Missouri Secretary pursuant to the MGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”)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 advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“"SRO”"), and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, laws and (vii) 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 Bank of America Firstar Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSEAgreement, 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 MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA Firstar of this Agreement or and the Stock Option AgreementAgreements and (B) the consummation by Firstar of the transactions contemplated hereby and thereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors SEC of the Federal Reserve System (Joint Proxy Statement and the “Federal Reserve Board”filing and declaration of effectiveness of the Form S-4, and such reports under Sections 12, 13(a), 13(d), 13(g) under and 16(a) of the BHC Exchange Act as may be required in connection with this Agreement, and approval of the transactions contemplated hereby and 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 with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (iv) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDGCL, (viii) any notices to or filings with under the Small Business Administration (HSR Act and the “SBA”)termination or expiration of any applicable waiting period thereunder, (vi) any and such other consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are registrations as may be required under consumer financeany foreign antitrust, mortgage banking and other similar lawsmerger control or competition Laws, and (viiiv) such filings and approvals as are required to be made or obtained under the Securities Act and the securities or “Blue Sky” laws Laws of various states in connection with the issuance of the shares of Bank of America Dex Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Bank of America Dex Common Stock on the NYSENYSE or the NASDAQ, (v) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Dex Disclosure Schedule, (vi) the Dex Stockholder Approval, (vii) such filings or notices required under the rules and regulations of the NYSE or the NASDAQ, and (viii) such other consents, approvals, filings or registrations the failure of which to be made or obtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Dex, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Dex and the Merger Subs of this Agreement and (B) the consummation by MBNA Dex and the Merger Subs of the Merger Mergers and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and noticesAct, as amended, (iib) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) FDIC and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iiic) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement proxy statement in definitive form relating to the meeting of MBNASeller’s stockholders to be held in connection with this Agreement and of 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 such proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-4, (ivd) 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 the Articles of Merger with the Maryland Delaware Secretary of State Department and the North Carolina Secretary of Assessments and Taxation State pursuant to the MGCLDGCL and NCBCA, (ve) any notices to or filings with the Small Business Administration filing of the Bank Merger Certificates, and (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 advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the New York Stock Exchange (“NYSE”), or that are required under consumer finance, mortgage banking and other similar laws, and (vii) 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 Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSEif any, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA Seller of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA Seller of this Agreement or the Stock Option 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 Board of Governors of appropriate financial regulatory authorities in the Federal Reserve System (the “Federal Reserve Board”) under 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 respect to the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Exchangeable Shares, (iiid) the filing with the Securities Court, the SEC, the OSC and Exchange Commission (the “SEC”) other Canadian securities regulatory authorities of a Proxy Statement joint proxy statement and proxy circular in definitive form relating to the meeting meetings of MBNA’s stockholders Newcourt's shareholders and CIT's shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “"Proxy Statement”Circular") and the mailing to Newcourt's shareholders of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectusCircular and, if required, the filing by CIT and declaration of the effectiveness of the Form S-4 and the filing and effectiveness Registration Statement in respect of the registration statement contemplated by Section 1.5(e), (iv) the filing shares of the Certificate of Merger with the Secretary of State of the State of Delaware CIT Common Stock issuable pursuant to the DGCL Arrangement or upon the exchange of the Exchangeable Shares, (e) the approval of the Plan of Arrangement by the requisite vote of the shareholders of Newcourt, (f) filings with the Director appointed pursuant to Section 278 of the OBCA, (g) approval of the TSE regarding the listing of the Exchangeable Shares, (i) the approval of the Court of the Arrangement and the filing of the Articles of Merger with Arrangement and any other documents required by the Maryland State Department OBCA by way of Assessments issuance of the Interim Order and Taxation pursuant to the MGCLFinal Order, (vh) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consentssuch filings, authorizations, approvalsorders and approvals as may be required under the Ontario Securities Act and other relevant Canadian securities statutes, filings any other applicable federal, provincial or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), state securities laws and the rules of the NYSETSE, or that are required under consumer finance, mortgage banking the ME and other similar laws, the NYSE and (viij) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 4.4 of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSENewcourt 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 MBNA Newcourt of the Merger Arrangement and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementhereby.

Consents and Approvals. Except for (ia) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, non-U.S. and state securities authorities, FINRA and other SROs, (b) the filing of applications a notification and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) report form under the BHC HSR Act and approval the termination or expiration of such applications and noticesapplicable waiting periods under the HSR Act, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iiic) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of proxy statement in a Proxy Statement in definitive form relating to each of the meeting of MBNA’s stockholders to be held in connection with this Agreement Company Stockholders Meeting and the transactions contemplated by this Agreement Parent Stockholders Meeting (the “Joint Proxy Statement”) and of a registration statement on Form S-4 pursuant to which the shares of Parent Common Stock issuable in the Merger will be registered with the SEC (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-4, (ivd) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vie) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the listing rules of the NYSENYSE or Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, and (viif) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states Securities Laws in connection with the issuance of the shares of Bank of America Parent Common Stock pursuant to this Agreement (g) such other consents, approvals, filings and approval registrations the failure of listing of such Bank of America Common Stock which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the NYSECompany and (h) the matters set forth on Section 3.3 of the Company Disclosure Schedule, no consents or approvals approval of or filings or registrations with or notice to any Regulatory Agency or Governmental Entity or any other Person are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA the Company of this Agreement or and (ii) the Stock Option consummation by the Company of the transactions contemplated by this Agreement.

Consents and Approvals. Except for No Consent is required in connection with the execution and delivery of this Agreement and each Ancillary Agreement by the Company or the performance by the Company of its obligations hereunder (iincluding the consummation of the Merger) and thereunder, except for: (a) the filing of applications the Notification and noticesReport Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as applicable, with the Board of Governors of the Federal Reserve System amended (the “Federal Reserve BoardHSR Act”); (b) under applicable requirements of the BHC Securities Exchange Act of 1934, as amended, and approval of such applications the rules and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority regulations promulgated thereunder (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFIExchange Act”) and any other foreign, federal as may be required under applicable state securities or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness blue sky” Laws of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), United States; (ivc) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant Delaware; (d) the filing with the SEC of a proxy statement (together with all customary proxy or other materials delivered in connection therewith, the “Proxy Statement”) relating to the DGCL and the filing meeting of the Articles Shareholders of Merger with the Maryland State Department Company to be held to consider the adoption of Assessments and Taxation pursuant to the MGCL, (v) any notices to or filings with the Small Business Administration this Agreement (the “SBACompany Shareholders Meeting”), ; (vie) the Consents required or contemplated under the Advisers Act and any consents, authorizations, approvals, Investment Advisory Arrangements; (f) the filings or exemptions in connection with compliance with notices required by, and any approvals required under the rules and regulations of of, any applicable industry self-regulatory organization organization, including the NASDAQ Stock Market LLC (the “SRONASDAQ” and, each, a “Self-Regulatory Organization”); and (g) such Consents which if not obtained or made would not, individually or in the aggregate, have a Company Material Adverse Effect. Section 3.4 of the Disclosure Letter contains a true and complete list as of the date hereof of (x) each Consent (including the party from whom such Consent must be obtained) required pursuant to any Investment Advisory Arrangement (each such Consent, an “Advisers Act Consent”), and the rules (y) each Consent required to prevent or waive any put right, right of redemption, termination of the NYSEinvestment period, termination of the fund, default or that are required under consumer financeother consequence materially adverse to the Company or any of its Subsidiaries pursuant to any Fund Document (each such Consent, mortgage banking and other similar lawsan “Investor Waiver”), in the case of each of (x) and (vii) 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 Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSEy), no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement and each Ancillary Agreement by the Company or the Stock Option Agreementperformance by the Company of its obligations hereunder and thereunder (including the 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 System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting meetings of MBNAWisconsin’s stockholders shareholders and Georgia’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 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 amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) as may be required in connection with this Agreement, the Support Agreement and the transactions contemplated hereby and thereby, and obtaining from the SEC such orders as may be required in connection therewith, (ii) the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (iv) Articles of Merger with the Department of Financial Institutions of the State of Wisconsin pursuant to the WBCL 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDLLCA, (viii) any notices to or filings with under the Small Business Administration Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “SBAHSR Act”)) and the termination or expiration of any applicable waiting period thereunder, (vi) any and such other consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are registrations as may be required under consumer financeany foreign antitrust, mortgage banking and other similar lawsmerger control or competition Laws, and (viiiv) 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 shares of Bank of America Georgia Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Bank of America Georgia Common Stock on the NYSE, (v) such filings, consents and approvals as may be set forth on Section 3.4 of the Wisconsin Disclosure Schedule, (vi) the Wisconsin Shareholder Approval, (vii) filings, if any, required as a result of the particular status of Georgia or Merger Sub, (viii) such filings or notices required under the rules and regulations of the NYSE, and (ix) such other consents, approvals, filings or registrations the failure of which to be made or obtained, individually or in the aggregate, 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 MBNA Wisconsin of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting of MBNA’s the stockholders of the Company to be held in connection with this Agreement and to vote on the transactions contemplated by adoption of this Agreement (the “Proxy Statement/Prospectus”) and the filing and declaration of a effectiveness of the registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement Statement/Prospectus will be included as a prospectus, prospectus and declaration any filings or approvals under applicable state securities laws with respect to the issuance of effectiveness of Acquiror Common Stock in connection with the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)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 adoption of this Agreement by the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLRequired Company Vote, (v) any notices to or filings with under the Small Business Administration Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (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 4.4(vi) of the Company Disclosure Letter, (vii) the consents, authorizations, approvals, filings or exemptions pursuant to the applicable provisions of federal, state or foreign securities Laws, (viii) the consents and approvals set forth in connection with compliance with Section 4.4(viii) of the rules Company Disclosure Letter, and regulations (ix) the consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Acquiror, no consents or approvals of, or filings or registrations with, any applicable industry court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (each, a “SROGovernmental Entity”), ) or of or with any other third party by and the rules on behalf of the NYSE, Company or that are required under consumer finance, mortgage banking and other similar laws, and any of its Subsidiaries (vii) such filings and approvals as are required to be made or obtained under the securities by or “Blue Sky” laws on behalf of various states in connection with the issuance any acquiror of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity Company) are necessary in connection with (A) the execution and delivery by the Company of this Agreement and (B) the consummation by MBNA the Company of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form relating to the meeting of MBNACompany’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (ivii) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (viiii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSENASDAQ, or that are required under consumer finance, mortgage banking insurance industry regulations and other similar laws, (iv) filings required under the HSR Act, (v) the regulatory consents, approvals and clearances from banking regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(A) (the “Banking Regulatory Consents”), (vi) the regulatory consents, approvals and clearances from insurance regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(B) (the “Insurance Regulatory Consents”), (vii) the regulatory consents, approvals, clearances and licenses from lender services regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(C) (the “Lender Services Regulatory Consents and Licenses”), or (viii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings and approvals as are required the failure of which to be obtained or made would not, individually or obtained in the aggregate, have or be reasonably likely to have a material adverse effect on the ability of Company and its Subsidiaries to perform their obligations under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on or consummate the NYSE, transactions contemplated hereby no consents or approvals of or filings or registrations with any Governmental Entity Authority are necessary to be obtained or made by Company or any of its Subsidiaries in connection with the consummation by MBNA Company of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity Authority are necessary in connection with the execution and delivery by MBNA Company of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors SEC of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Proxy Statement/Prospectus and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the registration 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 filing and effectiveness issuance of Acquiror Common Stock in connection with the registration statement contemplated by Section 1.5(e)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 adoption of this Agreement by the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLRequired Acquiror Vote, (v) any notices to or filings with under the Small Business Administration (HSR Act, and the “SBA”)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 pursuant to the applicable provisions of federal, state or foreign securities Laws, (viii) the consents and approvals set forth in connection with compliance with the rules and regulations Section 5.4(viii) of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsAcquiror Disclosure Letter, and (viiix) 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 shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock aggregate, a Material Adverse Effect on the NYSEAcquiror, 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 MBNA Acquiror of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act (including with respect to the qualification of TopCo and IntermediateCo as bank holding companies and the indirect acquisition by Parent of the Company’s interest in Pennsylvania Commerce), the New Jersey Department of Banking and Insurance, the Pennsylvania Department of Banking and the Superintendent of Financial Institutions (Canada) and the approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office approval of the Superintendent listing on the Toronto Stock Exchange and the New York Stock Exchange of Financial Institutions (the “OSFI”) Parent Common Shares to be issued in the Merger and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval to be reserved for issuance upon exercise of such applications, filings and notices (the “Other Regulatory Approvals”)Parent Options issued in substitution for Company Options pursuant to Section 2.4, (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement proxy statement in definitive form relating to the meeting of MBNA’s stockholders the shareholders of the Company to be held in connection with this Agreement and to vote on the transactions contemplated by approval of this Agreement (the “Proxy Statement/Prospectus”) and the filing and declaration of a effectiveness of the registration statement on Form S-4 F-4 (the “Form S-4F-4”) in which the Proxy Statement Statement/Prospectus will be included as a prospectus, prospectus and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)any filings or approvals under applicable state securities Laws, (iv) the filing of the Certificate of Merger with the Secretary of State New Jersey Department of the State Treasury, Division of Delaware Commercial Recording pursuant to the DGCL NJBCA and such other Governmental Entities as required by the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLNJBCA, (v) any notices to or filings with the Small Business Administration (approval of this Agreement by the “SBA”)Required Company Vote, (vi) the consents and approvals set forth in Section 4.4 of the Company Disclosure Schedule, (vii) any notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or termination of any applicable waiting periods thereunder, (viii) the consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal or state securities Laws or the rules and or regulations of any applicable industry self-regulatory organization, in any such case relating to the regulation of broker-dealers, investment companies and investment advisors, (ix) the consents, authorizations, approvals, filings or exemptions in connection with the applicable provisions of insurance Laws and (x) the consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent, 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 self-regulatory organization (each, a “SROGovernmental Entity”), ) or of or with any other third party by and the rules on behalf of the NYSE, Company (or that are required under consumer finance, mortgage banking and other similar laws, and (vii) such filings and approvals as are required to be made by or obtained under the securities or “Blue Sky” laws on behalf of various states in connection with the issuance any acquiror of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity Company) are necessary in connection with (A) the execution and delivery by the Company of this Agreement and (B) the consummation by MBNA the Company of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementhereby.

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 and noticesAct, (ii) the filing of any required applicationsFDIC under the Federal Deposit Insurance Act, filings or notices with the United Kingdom Financial Services Authority as amended (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, 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 EntityFDI Act”) and approval of such applications, filings and notices notices, (iii) the filing of applications, filings and notices, as applicable, with the Office of the Commissioner of Banks of the State of North Carolina (the “Other Regulatory ApprovalsNC Commissioner”)) and approval of such applications, filings and notices, (iiiiv) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of MBNANewBridge’s stockholders and Yadkin’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and of a the registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Yadkin in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-4, (ivvi) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation NC Secretary pursuant to the MGCL, (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 rules and regulations of any applicable industry self-regulatory organization (“SRO”), NCBCA and the rules filing of the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, and (vii) 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 Bank of America Yadkin Common Stock pursuant to this Agreement and the approval of the listing of such Bank shares of America Yadkin Common Stock on the NYSE, 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 NewBridge of this Agreement or (B) the consummation by MBNA NewBridge of the Merger and the other transactions contemplated by this Agreement or hereby (including the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option AgreementBank Merger).

Consents and Approvals. Except for (ia) the filing of applications 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 applications, filings and notices, (iic) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”)and notices, the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreignas applicable, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”), and approval of such applications, filings and notices, (d) the filing of any required notices with the Office of the Comptroller of the Currency (the “OCC”), (e) the filing of any required applications, filings and notices, as applicable, with the Bureau of Financial Institutions (the “BFI”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to be held VSCC in connection with this Agreement the Mergers, and approval of such applications, filings and notices, (f) the filing with the SEC of the Proxy Statement/Prospectus and the transactions contemplated by this Agreement Registration Statement (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement Statement/Prospectus will be included as a prospectusincluded), and the declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)Registration Statement, (ivg) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation VSCC pursuant to the MGCL, (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 rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsVSCA, and (viih) 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 Bank of America Buyer Common Stock pursuant to this Agreement and the approval of the listing of such Bank of America Buyer Common Stock on the NYSE, 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 MBNA AMNB of the Merger and the other transactions contemplated by this Agreement or hereby (including the Stock Option AgreementBank 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 MBNA of this Agreement or the Stock Option AgreementMergers on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and noticesany required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, 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 banking authority (each a “Governmental Entity”) and approval of or non-objection to such applications, filings and notices (the “Other Regulatory Approvals”), (iiiii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting of MBNA’s stockholders Xxxxxx’x shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (or such other applicable form) (the “Form S-4Registration Statement”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 Registration Statement and the filing and effectiveness of the registration statement contemplated by Section 1.5(e6.1(a), (iviii) 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 the Articles of Bank Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLCertificates, (viv) any notices to or filings with under the Small Business Administration Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “SBAHSR Act”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any 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, and (viiv) 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 Bank of America M&T Common Stock pursuant to this Agreement and approval of listing of such Bank of America M&T Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA Xxxxxx of the Merger and the other transactions contemplated by this Agreement or hereby (including the Stock Option AgreementBank Merger). No As of the date hereof, Xxxxxx 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 MBNA of this Agreement or the Stock Option AgreementMerger on a timely basis.

Consents and Approvals. Except for (ia) the any application, filing of applications or submission required to be made and noticesany consent, as applicableapproval, with the Board of Governors authorization or authority required to be made or obtained under Title 49 of the United States Code or under any regulation, rule, order, notice or policy of the U.S. Federal Reserve System Aviation Administration (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSAFAA”), the Canadian Office U.S. Department of the Superintendent of Financial Institutions Transportation (the “OSFIDOT”), the Federal Communications Commission (the “FCC”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval the U.S. Department of such applications, filings and notices Homeland Security (the “Other Regulatory ApprovalsDHS”), including the U.S. Transportation Security Administration (the “TSA”), (iiib) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Joint Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to be held in connection with this Agreement United Stockholders Meeting and the transactions contemplated by this Agreement Continental Stockholders Meeting (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectusprospectus (the “Form S-4”), and declaration of effectiveness of the Form S-4 S-4, and the filing with the SEC of such reports under, and effectiveness such other compliance with, the Securities Exchange Act of 1934, as amended (the registration statement contemplated by Section 1.5(e“Exchange Act”), and the Securities Act and the rules and regulations thereunder, (ivc) the filing of the Merger Certificate of Merger and the Restated Charter with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL Delaware Law and the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant relevant authorities in other jurisdictions in which United is qualified to the MGCLdo business, (vd) any notices to or filings with under the Small Business Administration Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “SBAHSR Act”), (vi) or any consents, authorizations, approvalsnotices, filings or exemptions in connection with compliance with the rules and regulations of approvals under any other applicable industry self-regulatory organization competition, merger control, antitrust or similar Law or regulation, (“SRO”), and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (viie) 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 Share Issuance, (f) any consent, approval, order, authorization, authority, transfer, waiver, disclaimer, registration, declaration or filing required to be made or obtained from any other Governmental Entity that regulates any aspect of airline operations or business, including environmental (e.g., noise, air emissions and water quality), aircraft, air traffic control and airport communications, agricultural, export/import, immigration and customs, (g) any filings required under the rules and regulations of the shares Nasdaq Stock Market, Inc. (the “NASDAQ”), and (h) such other consents, approvals, orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of Bank of America Common Stock pursuant which to this Agreement and approval of listing of such Bank of America Common Stock be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the NYSEUnited, no consents or consents, approvals of or of, filings or registrations with with, or orders, authorizations or authority of any federal, state, local or foreign government, court of competent jurisdiction, administrative agency, commission or other governmental authority or instrumentality (each, a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by United and Merger Sub of this Agreement and (ii) the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act (including with respect to the qualification of TopCo and IntermediateCo as bank holding companies and the indirect acquisition by Parent of the Company’s interest in Pennsylvania Commerce), the New Jersey Department of Banking and Insurance, the Pennsylvania Department of Banking and the Superintendent of Financial Institutions (Canada) and the approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office approval of the Superintendent listing on the Toronto Stock Exchange and the New York Stock Exchange of Financial Institutions (the “OSFI”) Parent Common Shares to be issued in the Merger and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval to be reserved for issuance upon exercise of such applications, filings and notices (the “Other Regulatory Approvals”)Parent Options issued in substitution for Company Options pursuant to Section 2.4, (iii) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to be held in connection with this Agreement Statement/Prospectus 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 will be included as a prospectus, filing and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)on Form F-4 in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities Laws, (iv) the filing of the Certificate of Merger with the Secretary of State New Jersey Department of the State Treasury, Division of Delaware Commercial Recording pursuant to the DGCL NJBCA and such other Governmental Entities as required by the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLNJBCA, (v) any notices to or filings with the Small Business Administration (approval of this Agreement by the “SBA”)Required Company Vote, (vi) any notices or filings under the HSR Act and the expiration or termination of any applicable waiting periods thereunder, (vii) the consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal, state or provincial securities Laws or the rules and or regulations of any applicable industry self-regulatory organization organization, in any such case relating to the regulation of broker-dealers, investment companies and investment advisors, (“SRO”)viii) the consents, and the rules of the NYSEauthorizations, approvals, filings or that are required under consumer finance, mortgage banking and other similar laws, and (vii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states exemptions in connection with the issuance applicable provisions of insurance Laws and (ix) the shares consents, authorizations, approvals, filings and registrations of Bank third parties which are not Governmental Entities, the failure of America Common Stock pursuant which to this Agreement and approval of listing of such Bank of America Common Stock obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the NYSEParent, 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 Parent or Merger Sub are necessary in connection with (A) the execution and delivery by Parent and Merger Sub of this Agreement and (B) the consummation by MBNA Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementhereby.

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 System (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 the United Kingdom Financial Services Authority (Federal Reserve in connection with the “FSA”)Bank Merger, including under the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreignBank Merger Act, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices notices, (iii) the filing of applications, filings and notices, as applicable, with the Maryland Office of the Commissioner of Financial Regulation (the “Other Regulatory ApprovalsMaryland Office”)) and the Virginia Bureau of Financial Institutions (“Virginia Bureau”) in connection with the Bank Merger and approval of such applications, filings and notices, (iiiiv) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting meetings of MBNAthe Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and of a the registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Form S-4”) and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLS-4, (v) any notices other filings and reports as required pursuant to or filings with the Small Business Administration Securities Exchange Act of 1934, as amended (the “SBAExchange Act”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance the filing of Articles of Merger with the rules and regulations of any applicable industry self-regulatory organization (“SRO”)Virginia State Corporation Commission pursuant to the VSCA, and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (vii) 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 Bank of America Parent Common Stock pursuant to this Agreement and approval (viii) the filing with the Nasdaq Stock Market of a notification of the listing of such Bank the shares of America Parent Common Stock on to be issued in the NYSEFirst-Step Merger, no consents or approvals of of, or filings or registrations with with, any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity Entity”) or any third party are necessary required to be made or obtained in connection with the execution and delivery by the Company of this Agreement or the consummation by MBNA the Company of the First-Step Merger and the other transactions contemplated by this Agreement Agreement, including the Bank Merger. As of the date hereof, the Company has no knowledge of any reason pertaining to the Company why any of the approvals referred to in this Section 3.6 should not be obtained without the imposition of any condition or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary requirement described in connection with the execution and delivery by MBNA of this Agreement or the Stock Option AgreementSection 7.1(c).

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board NYSE, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act HOLA and approval of such applications applications, filings and notices, (iic) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), the FDIC and the New York State Department of Financial Services (the “DFS”), in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office any state banking authorities listed on Section 3.4 of the Superintendent Company Disclosure Schedule or Section 4.4 of Financial Institutions (the “OSFI”) and any other foreign, 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”) Parent Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of MBNAthe Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and of a the registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-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 filing of the Articles of Bank Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any 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, Certificates and (viig) 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 Bank of America Parent Common Stock pursuant to this Agreement and the approval of the listing of such Bank of America Parent Common Stock on the NYSE, 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 the Company of this Agreement or (ii) the consummation by MBNA the Company of the Merger and the other transactions contemplated by this Agreement or hereby (including the Stock Option AgreementBank Merger). No As of the date hereof, the 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 Merger and delivery by MBNA of this Agreement or the Stock Option AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing with NASDAQ of applications and notices, as applicable, with the Board of Governors a notification of the Federal Reserve System (listing on NASDAQ, subject to official notice of issuance, of the “Federal Reserve Board”) under the BHC Act and approval shares of such applications and noticesAcquiror Common Stock to be issued in accordance with Article III hereof, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office SEC of the Superintendent of Financial Institutions (the “OSFI”) Proxy Statement/Prospectus and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the registration statement on Form S-4 in which the Proxy Statement/Prospectus will be included as a prospectus and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)any filings or approvals under applicable state securities laws, (iviii) 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 the Articles of Merger with the Maryland Secretary of State Department of Assessments and Taxation pursuant to the MGCLState of Nevada, (iv) the approval of this Agreement by the Required Company Vote, (v) any notices to or filings with the Small Business Administration (consents and approvals set forth in Section 5.4 of the “SBA”)Acquiror Disclosure Letter, (vi) any notices or filings under the HSR Act and the expiration or termination of any applicable waiting periods thereunder, (vii) the consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal or state securities Laws or the rules and or regulations of any applicable industry self-regulatory organization (“SRO”)organization, in any such case relating to the regulation of broker-dealers, investment companies and the rules of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, investment advisors and (viiviii) 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 has not had and 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 shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock aggregate, a Material Adverse Effect on the NYSEAcquiror, 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 are necessary in connection with (A) the execution and delivery by Acquiror of this Agreement and (B) the consummation by MBNA Acquiror of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementhereby.

Consents and Approvals. Except Assuming the accuracy of the Investors’ representations and warranties in Section 4, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties is required for the distribution of the Rights, the sale, issuance and delivery of the Notes upon exercise of the Rights, the issuance, sale and delivery of Unsubscribed Notes to the Investors hereunder, the consummation of the Rights Offering by the Company and the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by it with all of the provisions hereof and thereof (including payment of the Put Option Premium and Transaction Expenses of the Investors, as applicable, as required hereby) and the consummation of the Restructuring, except (i) the filing of applications and notices, as applicable, with the Board of Governors entry of the Federal Reserve System (Confirmation Order and the “Federal Reserve Board”) under the BHC Act and approval of such applications and noticesPSA Approval Order, if applicable, (ii) the filing of any required applicationsapplicable filings under Antitrust laws, filings or notices with the United Kingdom Financial Services Authority (the “FSA”)if required, the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to be held in connection with this Agreement and such consents, approvals, authorizations, registrations or qualifications required for the transactions contemplated by this Agreement (the absence of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. For purposes of this Agreement, “Proxy Statement”) and Antitrust laws” means the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included 1976, as a prospectusamended, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations promulgated thereunder and any similar law enforced by any governmental antitrust entity of any applicable industry selfjurisdiction (foreign or domestic) regarding pre-regulatory organization (“SRO”)acquisition notifications for the purpose of competition reviews of mergers and acquisitions, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and the rules of the NYSE, or all other applicable laws that are required under consumer financedesigned or intended to prohibit, mortgage banking and other similar laws, and (vii) such filings and approvals as are required to be made restrict or obtained under regulate actions or transactions having the securities purpose or “Blue Sky” laws effect of various states in connection with the issuance monopolization or restraint of the shares trade or lessening of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents competition through merger or approvals of acquisition or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementeffectuating foreign investment.

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 Board of Governors of the Federal Reserve System Board in connection with the Merger and approval or waiver of such applications, filings and notices, (c) the “Federal Reserve Board”) under filing of applications, filings and notices, as applicable, with the BHC Act 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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office any state banking authorities listed on Section 3.4 of the Superintendent TCF Disclosure Schedule or Section 4.4 of Financial Institutions (the “OSFI”) and any other foreign, 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”) Chemical Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-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 the Articles of Bank Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLCertificates, (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 rules and regulations of any 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, and (viig) 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 Bank of America 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 Bank of America Chemical Common Stock and New Chemical Preferred Stock (or depositary shares in respect thereof) on the NYSENasdaq, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Chemical of this Agreement or (ii) the consummation by MBNA Chemical of the Merger and the other transactions contemplated by this Agreement or hereby (including the Stock Option AgreementBank Merger). No As of the date hereof, Chemical 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 MBNA of this Agreement or the Stock Option AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications applications, notices, and noticeswaivers or phase-in requests, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) OTS under the BHC Home Owners’ Loan Act and approval of or non-objection to such applications applications, notices and noticeswaivers or phase-in requests, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and the filing and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-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 the Articles of Merger with the Maryland Secretary of State Department of Assessments and Taxation the State of Vermont pursuant to the MGCLVBCA and any similar state filings for the Bank Mergers, (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 rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSENASDAQ, or that are required under consumer finance, mortgage banking and other similar laws, (vii) any notices or filings under the HSR Act, and (viiviii) 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 Bank of America Parent Common Stock pursuant to this Agreement and approval of listing of such Bank of America Parent Common Stock on the NYSENASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA Parent of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution order for Parent to execute and delivery by MBNA of deliver this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (i) the filing of applications a notification and notices, as applicable, with report form under the Board of Governors HSR Act and the termination or expiration of the Federal Reserve System (the “Federal Reserve Board”) waiting period under the BHC Act and approval of such applications and noticesHSR Act, (ii) the filing of any other required applications, filings applications or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal state or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative foreign agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings applications and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form proxy statement/prospectus relating to the meeting of MBNAmatters to be submitted to Premcor’s stockholders to be held in connection with this Agreement at the Premcor Stockholders Meeting (such proxy statement/prospectus, and the transactions contemplated by this Agreement (any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and of a registration statement on Form S-4 with respect to the issuance of Valero Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLMerger, (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 rules and regulations of any 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, and (viivi) 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 Bank of America Valero Common Stock pursuant to this Agreement (the consents, approvals, filings and approval registration required under or in relation to the foregoing clauses (i) though (vi) being referred to as “Necessary Consents”) and (vii) such other consents, approvals, filings and registrations the failure of listing of such Bank of America Common Stock which to obtain or make would not reasonably be expected to have a Material Adverse Effect on Premcor or the NYSESurviving Corporation, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a “Governmental Entity Entity”) are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA Premcor of this Agreement or and (B) the Stock Option consummation by Premcor of the transactions contemplated by this Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors SEC of the Federal Reserve System (Joint Proxy Statement and the “Federal Reserve Board”filing and declaration of effectiveness of the Form S-4, and such reports under Sections 12, 13(a), 13(d), 13(g) under and 16(a) of the BHC Exchange Act as may be required in connection with this Agreement, the Support Agreement and approval of the transactions contemplated hereby and 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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent Department of Financial Institutions (of the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval State of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating Wisconsin pursuant to the meeting of MBNA’s stockholders to be held in connection with this Agreement WBCL 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDLLCA, (viii) any notices to or filings with under the Small Business Administration (HSR Act and the “SBA”)termination or expiration of any applicable waiting period thereunder, (vi) any and such other consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are registrations as may be required under consumer financeany foreign antitrust, mortgage banking and other similar lawsmerger control or competition Laws, and (viiiv) such filings and approvals as are required to be made or obtained under the Securities Act and the securities or “Blue Skysky” laws Laws of various states in connection with the issuance of the shares of Bank of America Georgia Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Bank of America Georgia Common Stock on the NYSE, (v) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Georgia Disclosure Schedule, (vi) the Georgia Shareholder Approval, (vii) filings, if any, required as a result of the particular status of Wisconsin, (viii) such filings or notices required under the rules and regulations of the NYSE, and (ix) such other consents, approvals, filings or registrations the failure of which to be made or obtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Georgia, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Georgia or Merger Sub of this Agreement and (B) the consummation by MBNA Georgia or Merger Sub of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors set forth in Section 4.4(a) of the Federal Reserve System U S WEST Merger Disclosure Schedule, (b) for compliance with and filings under the HSR Act, (c) for the receipt of the Orders of the FCC and state regulatory authorities set forth in Section 4.4(b) of the U S WEST Merger Disclosure Schedule (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”"FCC/State Orders"), (iiid) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (iv) for 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 Delaware, the Articles of Merger with the Maryland Secretary of State Department of Assessments the State of Colorado and Taxation pursuant appropriate documents with the relevant authorities of other states in which either NV or PCS Holdings is qualified to do business, and (e) for such filings in connection with any state or local Tax which is attributable to the MGCLbeneficial ownership of the owned or leased property used in the operation of the Domestic Wireless Business, if any (vcollectively, "Gains Taxes") any notices to or filings with the Small Business Administration (the “SBA”items in clauses (a) through (e) being collectively referred to herein as "U S WEST Consents"), (vi) any consents, authorizationsno Consents, approvals, filings licenses, permits, orders or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSEauthorizations of, or that are required under consumer financeregistrations, mortgage banking and other similar lawsdeclarations, and (vii) such notices or filings and approvals as with, any Governmental Authority or any Third Party are required to be obtained or made by or with respect to U S WEST, Media, NV, PCS Holdings or any of the Domestic Wireless Subsidiaries (or will be required to be obtained under or made by or with respect to the securities NV/PCS Transferee) on or “Blue Sky” laws of various states prior to the Closing Date in connection with (A) the issuance of the shares of Bank of America Common Stock pursuant to this Agreement execution, delivery and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA performance of this Agreement or any of the Stock Option Agreementother Transaction Agreements, the consummation of the transactions contemplated hereby and thereby or the taking by U S WEST, Media, NV or PCS Holdings (or the NV/PCS Transferee) of any other action contemplated hereby or thereby, (B) the continuing validity and effectiveness of, the prevention of any material default or event of withdrawal or dissolution under or the violation of the terms of (i) any material License or Material Contract relating to the operation of NV, PCS Holdings, any Domestic Wireless Subsidiary or, to the knowledge of U S WEST, any Domestic Wireless Investment or (ii) any partnership, joint venture or similar agreement of NV, PCS Holdings or any Domestic Wireless Subsidiary or Domestic Wireless Investment or (C) the operation of the Domestic Wireless Business following the Closing as conducted on the date hereof, other than, in the case of clauses (A) and (C), Consents that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect with respect to the Domestic Wireless Business or materially impair or delay the ability of U S WEST, Media, NV or PCS Holdings (or the NV/PCS Transferee) to perform their respective obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby and thereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting meetings of MBNASuperMedia’s stockholders and Dex’s stockholders 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 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 amended, and the filing rules and effectiveness of regulations promulgated thereunder (collectively, the registration statement “Exchange Act”) as may be required in connection with this Agreement, and the transactions contemplated by Section 1.5(e)hereby and thereby, and obtaining from the SEC such orders as may be required in connection therewith, (ivii) the filing of the SuperMedia Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDGCL, (viii) any notices to or filings with under the Small Business Administration Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “SBAHSR Act”)) and the termination or expiration of any applicable waiting period thereunder, (vi) any and such other consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are registrations as may be required under consumer financeany foreign antitrust, mortgage banking and other similar lawsmerger control or competition Laws, and (viiiv) 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 Sky” laws Laws of various states in connection with the issuance of the shares of Bank of America Newco Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Bank of America Newco Common Stock on the New York Stock Exchange (“NYSE”) or the NASDAQ Stock Market (the “NASDAQ”), (v) such filings, consents and approvals of Governmental Entities as may be set forth on Section 3.4 of the SuperMedia Disclosure Schedule, (vi) the SuperMedia Stockholder Approval, (vii) such filings or notices required under the rules and regulations of the NYSE or the NASDAQ, and (viii) such other consents, approvals, filings or registrations the failure of which to be made or obtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on SuperMedia, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental agency, 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 SuperMedia of this Agreement and (B) the consummation by MBNA SuperMedia of the Merger Mergers and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and 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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal foreign or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings applications and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting meetings of MBNAUnizan’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLOGCL, (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 advisers or transfer agents and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSENasdaq, or that are required under consumer finance, mortgage banking and other similar laws, and (viiviii) 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 Bank of America Huntington Common Stock pursuant to this Agreement and Agreement, (ix) the approval of listing this Agreement by the requisite vote of such Bank shareholders of America Common Stock on Unizan and (x) filings, if any, required as a result of the NYSEparticular status of Huntington, 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 MBNA Unizan of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (Board in connection with the “Federal Reserve Board”) under Merger and the BHC Act Bank Merger 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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office any state banking authorities listed on Section 3.4 of the Superintendent Company Disclosure Schedule or Section 4.4 of Financial Institutions (the “OSFI”) and any other foreign, 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”) Parent Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of MBNAthe Company’s stockholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and of a the registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration by the SEC of the effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-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 the Articles of Bank Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLCertificates, (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 rules and regulations of any 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, and (viig) 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 Bank of America Parent Common Stock pursuant to this Agreement and (h) the approval of the listing of such Bank of America Parent Common Stock on the NYSENew York Stock Exchange, 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 the Company of this Agreement or (ii) the consummation by MBNA the Company of the Merger and the other transactions contemplated by this Agreement or hereby (including the Stock Option AgreementBank Merger). No As of the date hereof, the 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 Merger and delivery by MBNA of this Agreement or the Stock Option 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 System (the “"Federal Reserve Board”") under the BHC Act and approval of such applications and noticesAct, (ii) the filing of any required applications, filings or notices requisite applications with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent Comptroller of Financial Institutions the Currency (the “OSFI”"OCC") and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices the Federal Deposit Insurance Corporation (the “Other Regulatory Approvals”)"FDIC") in connection with the merger of Subsidiaries of CBI and Bancorp, (iii) the filing of any required applications or notices with any state bank regulatory agencies (the "State Approvals"), (iv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement proxy statement in definitive form relating to the meeting of MBNA’s stockholders CBI's shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “"Proxy Statement”") and of a the registration statement on Form S-4 (the “Form "S-4”") in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness (v) the filing of the Form S-4 and Articles of Merger with the filing and effectiveness of Oregon Secretary pursuant to the registration statement contemplated by Section 1.5(e)OBCA, (ivvi) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLDGCL, (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 rules and regulations of any 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, and (vii) 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 Bank of America Bancorp Common Stock pursuant to this Agreement and Agreement, (viii) the approval of listing this Agreement by the requisite vote of such Bank the shareholders of America Common Stock on CBI, and (ix) the NYSEconsents and approvals set forth in CBI 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 (A) the execution and delivery by CBI of this Agreement and (B) the consummation by MBNA CBI of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementhereby.

Consents and Approvals. Except for (i) the filing of applications a notification and notices, as applicable, with report form under the Board of Governors HSR Act and the termination or expiration of the Federal Reserve System (the “Federal Reserve Board”) waiting period under the BHC Act and approval of such applications and noticesHSR Act, (ii) the filing of any other required applications, filings applications or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal state or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative foreign agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings applications and notices (the “"Other Regulatory Approvals”"), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form joint proxy statement/prospectus relating to the meeting of MBNA’s stockholders matters to be held in connection with this Agreement submitted to Valero's stockholders at the Valero Stockholders Meeting and the transactions contemplated by this Agreement matters to be submitted to UDS's stockholders at the UDS Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “"Joint Proxy Statement”/Prospectus") and of a registration statement on Form S-4 with respect to the issuance of Valero Common Stock in the Merger (the “such Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of any amendments or supplements thereto, the "Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(eS-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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLMerger, (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 rules and regulations of any 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, and (viivi) 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 Bank of America Valero Common Stock pursuant to this Agreement (the consents, approvals, filings and approval registration required under or in relation to the foregoing clauses (ii) though (vi) being referred to as "Necessary Consents") and (vii) such other consents, approvals, filings and registrations the failure of listing of such Bank of America Common Stock which to obtain or make would not reasonably be expected to have a Material Adverse Effect on UDS or the NYSESurviving Corporation, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a "Governmental Entity Entity") are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option 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 MBNA UDS of this Agreement or and (B) the Stock Option consummation by UDS of the transactions contemplated by this Agreement.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) a notification under the BHC HSR Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”as defined in Section 6.1(b), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iiib) the Company Stockholder Approval, (c) the filing with the Securities and Exchange Commission (the “"SEC”") of a (i) the Joint Proxy Statement Statement/Prospectus (as defined in definitive form relating to Section 6.1(a) hereof) and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the meeting Securities Exchange Act of MBNA’s stockholders to 1934, as amended (the "Exchange Act"), as may be held required in connection with this Agreement and the transactions contemplated by this Agreement hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (d) the “Proxy Statement”consent of Sprint Communications Company, L.P., Sprint Spectrum L.P. and WirelessCo, L.P. (collectively, "Sprint PCS") and of a registration statement on Form S-4 (required pursuant to the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness terms of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(eCompany Sprint Agreements (as defined herein), (ive) such filings, authorizations or approvals as may be set forth in Section 3.5 of the Company Disclosure Schedule, (f) the filing of the Certificate of Merger with the Delaware Secretary of State of under the State of Delaware pursuant to the DGCL DGCL, and the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (vg) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any such consents, authorizations, approvals, filings or exemptions registrations, the failure of which to be made or obtained, individually or in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”)aggregate, and would not reasonably be expected to have a Material Adverse Effect on the rules of the NYSECompany, no consents or approvals of, or that are required under consumer financefilings or registrations with, mortgage banking and any court, agency or commission or other similar laws, and governmental authority or instrumentality (viieach a "Governmental Entity") such filings and approvals as or with any third party are required to be made or obtained under by the securities Company or “Blue Sky” laws any of various states its Subsidiaries in connection with the issuance execution and delivery by the Company of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA the Company of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementhereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings and notices, as applicable, with NASDAQ or notices 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 United Kingdom Financial Services Authority (Federal Reserve under the “FSA”)BHC Act with respect to the Mergers, the Canadian Office of Federal Reserve Act with respect to the Superintendent of Financial Institutions (FRS Membership and the “OSFI”) and any other foreign, 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”) Bank Merger Act with respect to the Bank Merger and approval or waiver of such applications, filings filings, certificates and notices (the “Other Regulatory Approvals”)notices, (iiic) the filing of applications, filings, certificates and notices, as applicable, with the CDFPI, and approval, exemption or waiver of such applications, filings, certificates and notices, (d) the filing with the Securities and SEC of (i) any filings that are necessary under the applicable requirements of the Exchange Commission (Act, including the “SEC”) filing of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Joint Proxy Statement”, and (ii) and of a registration statement on Form the S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-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 the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules filing of the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, Bank Merger Certificates and (viif) 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 Bank of America BANC Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSEAgreement, 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 MBNA BANC and Merger Sub of the Merger and the other transactions contemplated by this Agreement or hereby (including the Stock Option AgreementBank 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 MBNA of this Agreement or the Stock Option AgreementBank Merger 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 System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating Subject to the meeting terms and conditions of MBNA’s stockholders to be held in connection with this Agreement and applicable law, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in this Agreement to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the “Proxy preparation and filing with the Commission of the Registration Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which , the Proxy Statement will be included as a prospectus, and declaration of effectiveness any necessary amendments or supplements to any of the Form S-4 foregoing; (ii) seeking to have such Proxy Statement cleared by the Commission and such Registration Statement declared effective by the Commission, in each case as soon as reasonably practicable after filing and effectiveness of the registration statement contemplated by Section 1.5(e), thereof; (iviii) 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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are taking such actions as may reasonably be required under consumer finance, mortgage banking and other similar laws, and (vii) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Sky” blue sky laws of various states in connection with the issuance of the shares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents; (iv) using its best commercially reasonable efforts to obtain all required consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permissions or actions by, and to give all required notices to and to make all required Filings with and applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the conditions to each other party's obligation to consummate such transactions to be fully satisfied; (v) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by any Governmental Authority pursuant to the HSR Act and cooperating with each other party in complying with the requirements of the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Authority (an "Injunction") preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents; (vii) providing all such information about such 40 party, its Subsidiaries and its officers, directors, partners and Affiliates, and making all applications and filings, as may be necessary or reasonably requested in connection with any of the foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the Stock Option lifting of any Injunction referred to in the preceding sentence, (A) the parties and their respective Affiliates shall not be required to (i) pay any consideration, except filing fees; (ii) surrender, modify or amend in any respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, in each case to the extent that doing so would be adverse or burdensome to such Person in any material respect. No consents Prior to making any application to or approvals of or filings or registrations filing with any Governmental Entity are necessary Authority or other Person in connection with this Agreement, each party shall provide the execution other parties with drafts thereof and delivery by MBNA of this Agreement or afford the Stock Option Agreementother parties a reasonable opportunity to comment on such drafts.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board NYSE, (ii) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) 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 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 the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office any state banking authorities listed on Section 3.4 of the Superintendent Xxxxxx Valley Disclosure Schedule or Section 4.4 of Financial Institutions (the “OSFI”) and any other foreign, 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”) Sterling Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (iiiv) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-4, (ivvi) the filing of the Certificate Certificates of Merger with the Secretary of New York State of the State of Delaware Department pursuant to the DGCL NYBCL and the Delaware Secretary pursuant to the DGCL, and the filing of the Articles of Bank Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCLCertificates, (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 rules and regulations of any 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, and (vii) 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 Bank of America Sterling Common Stock pursuant to this Agreement and the approval of the listing of such Bank of America Sterling Common Stock on the NYSE, and (viii) the FINRA Approval, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Sterling of this Agreement or (B) the consummation by MBNA Sterling of the Merger and the other transactions contemplated by this Agreement or hereby (including the Stock Option AgreementBank 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 MBNA of this Agreement or the Stock Option AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and noticesNo consent, as applicablewaiver, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and authorization or approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and no declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (v) any notices or notice to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings filing or exemptions in connection with compliance with the rules and regulations of any 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, and (vii) 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 Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations registration with any Governmental Entity are Entity, is necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary required in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Amalgamation Agreement by the Company or the performance by the Company or its Subsidiaries of their obligations hereunder or thereunder, except for: (i) the filing of the Memorandum of Association and the Amalgamation Application with the Registrar and appropriate documents with the relevant authorities of the other jurisdictions in which Parent, the Company or any Subsidiary is qualified to do business; (ii) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”) and other filings under applicable antitrust, competition or similar laws of other jurisdictions; (iii) the filing of applications jointly by the parties with the FCC, U.S. state public utility commissions and relevant telecommunications regulatory authorities in other jurisdictions for approval of the transfer of control of the Company, and receipt of such approvals; (iv) a joint filing with and clearance by the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to the Section 721 of the Defense Production Act of 1950, as amended (the “Defense Production Act”); (v) 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”); (vi) the consents, waivers, authorizations or approvals of any Governmental Entity set forth on Schedule 3.4; and (vii) such consents, waivers, authorizations, approvals, declarations, notices, filings or registrations, which if not obtained or made would not have, a Company Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement and the Amalgamation Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Act, and approval of such applications and notices, (ii) the filing of any other required applications, filings applications or notices with the United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreignstate, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative foreign agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings applications and notices (the “Other Regulatory State Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of MBNALSB’s stockholders and FNB’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “Joint Proxy Statement”) ), and of a the registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation North Carolina Secretary pursuant to the MGCLNCBCA and Chapter 53 of the North Carolina General Statutes, (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 advisers or transfer agents, and the rules and regulations thereunder, and of any 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, and (viivi) 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 Bank of America LSB Common Stock pursuant to this Agreement and (vii) the approval of listing this Agreement by the requisite votes of such Bank the shareholders of America Common Stock on FNB and LSB (including the NYSEapproval of the amendments of the Charter contemplated by Sections 1.1 and 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 LSB of this Agreement and (B) the consummation by MBNA LSB of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Stock Option Agreementhereby.

Consents and Approvals. Except for No consent, approval, clearance, waiver, Permit or order (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardConsent”) under the BHC Act and approval of such applications and noticesor from, (ii) the filing of any required applications, or filings or notices with the United Kingdom Financial Services Authority (the “FSA”)registrations with, the Canadian Office any federal, national, state, provincial or local government or any court of the Superintendent of Financial Institutions (the “OSFI”) and any other foreigncompetent jurisdiction, federal administrative agency or state banking, insurance commission or other regulatory governmental authority or instrumentality or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities organization of competent jurisdiction (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (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 the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any 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, and (vii) 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 Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by MBNA of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity third Person are necessary in connection with the execution and delivery by MBNA the Company of this Agreement or the Stock Option consummation by the Company of the transactions contemplated hereby or thereby, including the Merger, except for (a) any notices required to be filed under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (b) the Consents from, or registrations, declarations, notices or filings made to or with the Federal Communications Commission (the “FCC”) or any Governmental Entity (including any state or local public service or public utilities commission or other similar state or local regulatory bodies (collectively, the “State Regulators”) and local cable franchise authorities) (other than with respect to securities, antitrust, competition, trade regulation or similar laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required in with respect to mergers, business combinations or changes in control of telecommunications companies generally, (c) the filing with the SEC of the Proxy Statement/Prospectus (as hereinafter defined), an amendment to the Company’s Registration Statement on Form 8-A with respect to the Rights Agreement Amendment, as well as any other filings required to be made with the SEC pursuant to the Securities Act or the Exchange Act, (d) the filing of the Articles of Merger with the Minnesota Secretary pursuant to the MBCA and (e) except as set forth in Section 4.4 of the Company Disclosure Schedule, other consents or approvals of, or filings or registrations with, Governmental Entities or third parties, the failure of which to be obtained or made would not be reasonably expected to result in, individually or in the aggregate, a Company Material Adverse Effect.

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 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 or notices and notices, as applicable, with the United Kingdom Financial Services Authority (FDIC and the “FSA”), Texas Department of Banking in connection with the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, 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”) Bank Merger and approval of such applications, filings and notices notices, (c) the filing of an exit notice with the Office of the Comptroller of the Currency (the “Other Regulatory ApprovalsOCC”)) pursuant to 12 C.F.R. § 5.33(k) with respect to the Bank Merger and the filing of any other required applications, filings or notices with any federal or state banking authorities listed on Section 3.4 of the CBTX Disclosure Schedule or Section 4.4 of the Allegiance Disclosure Schedule and approval of such applications, filings and notices, as applicable, (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 Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of MBNACBTX’s stockholders shareholders and Allegiance’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and of a the registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by CBTX in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e)S-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 the Articles of Bank Merger Certificates with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (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 rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NYSE, or that are Governmental Entities as required under consumer finance, mortgage banking and other similar laws, by applicable law and (viih) 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 Bank of America CBTX Common Stock pursuant to this Agreement and the approval of the listing of such Bank of America CBTX Common Stock on the NYSENASDAQ, 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 MBNA CBTX of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, CBTX has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement or CBTX to permit consummation of the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by MBNA of this Agreement or the Stock Option AgreementBank Merger on a timely basis.