Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and 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 with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with Nasdaq and the New York Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition Merger and approval or waiver of PVFC Bank by FNBsuch applications, filings and notices, (c) the filing of applications applications, filings and notices, as applicable, with the FDIC, OCC in connection with the OCC and any state regulatory authority, Bank Merger and approval of such applications applications, filings and notices, (iid) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the TCF Disclosure Schedule or Section 4.4 of the Chemical Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the Registration StatementS-4, (iiif) the filing of Articles the Certificate of Merger with and the acceptance for record by the Delaware Secretary of State of the State of Ohio pursuant to the OGCL DGCL and the Michigan DLRA pursuant to the MBCA, and the filing of Articles of the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCACertificates, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vg) 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 FNB 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 FNB 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, SRO or other Person Entity are necessary in connection with (Ai) the execution and delivery by FNB Chemical of this Agreement and or (Bii) the consummation by FNB Chemical of the Merger and the other transactions this Agreement contemplatescontemplated hereby (including the Bank Merger). As of the date of this Agreementhereof, FNB is not aware Chemical has no knowledge of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except (a) as set forth in Section 4.4(a) of the U S WEST Merger Disclosure Schedule, (b) for compliance with and filings under the HSR Act, (ic) for the receipt of the Orders of the FCC and state regulatory authorities set forth in Section 4.4(b) of the U S WEST Merger Disclosure Schedule (the "FCC/State Orders"), (d) for the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of 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 with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to Delaware, the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant Colorado and appropriate documents with the relevant authorities of other states in which either NV or PCS Holdings is qualified to do business, and (e) for such filings in connection with any state or local Tax which is attributable to the FBCAbeneficial ownership of the owned or leased property used in the operation of the Domestic Wireless Business, if any (ivcollectively, "Gains Taxes") any consents(the items in clauses (a) through (e) being collectively referred to herein as "U S WEST Consents"), authorizationsno Consents, approvals, filings licenses, permits, orders or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSEauthorizations of, or that are required under consumer financeregistrations, mortgage banking and other similar lawsdeclarations, (v) such notices or filings and approvals as with, any Governmental Authority or any Third Party are required to be obtained or made by or obtained under the securities with respect to U S WEST, Media, NV, PCS Holdings or “Blue Sky” laws of various states in connection with the issuance any of the shares of FNB Common Stock pursuant Domestic Wireless Subsidiaries (or will be required to this Agreement and approval of listing such FNB Common Stock be obtained or made by or with respect to the NV/PCS Transferee) on or prior to the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary Closing Date in connection with (A) the execution execution, delivery and delivery by FNB performance of this Agreement or any of the other 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 consummation by FNB continuing validity and effectiveness of, the prevention of any material default or event of withdrawal or dissolution under or the violation of the Merger 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 this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby and thereby.

Consents and Approvals. (a) Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under Securities and Exchange Commission (the BHC Act “SEC”) of a preliminary proxy statement and a proxy statement in definitive form relating to the Federal Reserve Act, as amended, and approval meeting of such applications and notices, and, the Company’s shareholders to be held in connection with this Agreement and the acquisition of PVFC Bank by FNB, transactions contemplated hereby (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“Proxy Statement”), (ii) the approval and adoption of this Agreement by the Company Requisite Vote of the shareholders of the Company, (iii) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, the Office of Thrift Supervision (“OTS”) or its successor, (iv) filing of the Certificate of Merger, the Bank Merger Certificates and the certificate of merger with respect to the SEC Liquidation, (v) filing of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio any amendments or supplements thereto pursuant to the OGCL Exchange Act, and the filing of Articles of Merger with and the acceptance for record by the Secretary of State (vi) such filings, authorizations or approvals as may be set forth in Section 4.4(a) of the State of Florida pursuant to Company Disclosure Schedule (the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings consents and approvals as referred to in clause (vi) are required to be made or obtained under called the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSEThird Party Consents”), 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, SRO ”) or other Person with any third party are necessary required to be made or obtained by the Company in connection with (A1) the execution and delivery by FNB the Company of this Agreement and (B2) the consummation by FNB the Company of the Merger , the Liquidation and the other transactions this Agreement contemplatescontemplated hereby, including the consummation by the Company Bank of the Bank Merger. As of On the date of this Agreement, FNB is not aware the Company knows of any no reason why the Requisite Regulatory Approvals will all such filings cannot be received on a timely basis made or why any Materially Burdensome Regulatory Condition would all such approvals cannot be imposedtimely obtained. Pursuant to Section 131 of the LBCL, no appraisal or dissenters’ rights will be available to holders of Company Common Stock in connection with the Merger.

Consents and Approvals. Except for (i) any notices or filings required by the HSR Act or other Antitrust Law and the termination or expiration of the waiting period under the HSR Act or other Antitrust Law, (ii) the filing of any other required applications and notices, as applicable, or notices with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, any state or foreign agencies of competent jurisdiction and approval of such applications and notices, and, in connection with notices (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“Other Approvals”), (iiiii) the filing with the SEC of (A) a proxy statement/prospectus related to the Proxy Statement transactions contemplated by this Agreement and the filing matters to be submitted to the Unitholders at the Unitholder Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”), and declaration of effectiveness of (B) such other reports or filings under the Registration StatementExchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iiiiv) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Delaware pursuant to the OGCL DRULPA and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCALLC Act, (ivv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vvi) 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 FNB 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 the Company Disclosure Letter and (viii) such FNB 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, SRO Entity or other Person any Third Party are necessary in connection with (A) the execution and delivery by FNB the Company Entities of this Agreement and (B) or the consummation by FNB the Company Entities of the Merger and the other transactions this Agreement contemplates. As of the date of contemplated by this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of 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 noticesNYSE, (iib) the filing with the SEC of the Proxy Joint Statement and the filing S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the Registration StatementS-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (iiic) the filing of Articles the Certificate of Merger with and the acceptance for record by the Delaware Secretary of State of the State of Ohio pursuant to the OGCL and DGCL, (d) the filing of Articles of Merger with any notices or other filings under the HSR Act, and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any such other consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are registrations as may be required under consumer finance, mortgage banking and other similar lawsany antitrust or competition Laws of non-U.S. jurisdictions, (ve) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws Laws of various states in connection with the issuance Parent Share Issuance and the approval of the shares listing of FNB Common Stock pursuant to this Agreement and approval of listing such FNB 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, SRO or other Person Entity are necessary in connection with (Ai) the execution and delivery by FNB each of Parent and Merger Sub of this Agreement and or (Bii) the consummation by FNB each of Parent and Merger Sub of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for (i) any approvals or filings required by the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC HSR 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 noticesapplicable foreign antitrust laws, (ii) the Parent Stockholder Approval, (iii) the filing with the SEC of (A) a Registration Statement on Form S-4 (the Proxy Statement “Registration Statement”) in accordance with the Securities Act and the filing and declaration of effectiveness of the Registration Joint Proxy Statement/Prospectus with the SEC pursuant to the Exchange Act, and (B) such other reports or filings under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iiiiv) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Delaware pursuant to the OGCL DLLCA and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsDGCL, (v) such filings as may be required under the rules and regulations of NASDAQ, (vi) the consents, notices and approvals set forth in Section 4.5 of the Parent Disclosure Letter (which includes without limitation any consents and approvals required under any Parent Material Contract), (vii) such filings and consents as are may be required to be made or obtained under the by any applicable state securities or “Blue Skyblue sky” laws or state takeover laws, (viii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the Transactions (the consents referred to in clauses (i) through (viii), the “Parent Consents”) and (ix) such additional consents, notices and approvals, the failure of various states in connection with the issuance of the shares of FNB Common Stock pursuant which to this Agreement and approval of listing such FNB Common Stock on the NYSEmake or obtain would not have a Parent Material Adverse Effect, no consents or approvals of or filings or registrations with any Governmental Entity, SRO Entity or other Person any Third Party are necessary in connection with (A) the execution and delivery by FNB Parent and Merger Sub of this Agreement and (B) the consummation by FNB Parent and Merger Sub of the Merger and the other transactions this Agreement contemplates. As of the date of contemplated by this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (a) Each of the Company, Parent and Purchaser shall use its reasonable best efforts to: (i) the filing of applications and noticestake, as applicableor cause to be taken, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amendedall appropriate action, and approval do, or cause to be done, all things necessary, proper or advisable under any applicable Law or otherwise to cause the fulfillment of such applications all conditions to the Transactions and noticesto consummate and make effective the Transactions as promptly as practicable; (ii) obtain from any Governmental Entities any consents, andlicenses, permits, waivers, clearances, approvals, waiting period terminations, authorizations or orders required to be obtained or made by Parent, Purchaser or the Company or any of their respective Subsidiaries, in connection with the acquisition authorization, execution and delivery of PVFC Bank by FNB, this Agreement and 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 with the SEC consummation of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, Transactions; (iii) make or cause to be made the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, applications or filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made by Parent, Purchaser or obtained the Company or any of their respective Subsidiaries under or with respect to the securities HSR Act or “Blue Sky” laws of various states any other applicable Laws in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSEauthorization, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB of this Agreement and the consummation of the Transactions, and pay any fees due in connection with such applications or filings (it being understood that the Company and Parent shall each pay one-half of such fees), as promptly as is reasonably practicable, and in any event within five Business Days, with respect to applications or filings under the HSR Act, and within 10 Business Days, with respect to applications or filings under any other competition Laws, after the date hereof or sooner if required by Law; (iv) comply at the earliest practicable date with any request under or with respect to the HSR Act and any such other applicable Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in connection with such applications or filings or the Transactions; and (v) reasonably coordinate and cooperate with each other party in the making of any applications or filings (including furnishing any information the other party may require in order to make any such application or filing), or obtaining any approvals, required in connection with the Transactions under the HSR Act or any other competition Laws. Notwithstanding anything to the contrary, neither Parent nor Purchaser (nor any of their respective Affiliates) shall have any obligation to (A) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, holding separate, license or other disposition of any assets or businesses (including any assets or business of the Company or any of its Subsidiaries); or (B) otherwise take or commit to take any actions that would limit the consummation by FNB freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets. Neither the Company nor any of its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Merger Company or any of its affiliates, unless such requirement, condition, understanding, agreement or order is binding on the Company only in the event that the Closing occurs. Each of the Company and Parent shall promptly inform the other transactions this Agreement contemplatesof any material communication with, and proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such application or filing. As If a party hereto intends to participate in any meeting or conference call with any Governmental Entity in respect to any such filings, investigations or other inquiry, then such party shall give the other party reasonable prior notice of such meeting or conference call and invite Representatives of the date of this Agreement, FNB is not aware of any reason why other party to participate in the Requisite Regulatory Approvals will not be received on a timely basis meeting or why any Materially Burdensome Regulatory Condition would be imposedconference call with the Governmental Entity unless prohibited by such Governmental Entity.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and Act, the FDIC under the Federal Reserve Deposit Insurance Act, as amended, amended (the “FDI Act”) and approval of such applications applications, filings and notices, and, in connection with the acquisition of PVFC Bank by FNB, (iii) the filing of applications applications, filings and notices, as applicable, with the FDIC, Office of the OCC and any state regulatory authority, Commissioner of Banks of the State of North Carolina (the “NC Commissioner”) and approval of such applications applications, filings and notices, (iiiv) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of NewBridge’s and Yadkin’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Yadkin in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Registration StatementS-4, (iiivi) the filing of the Articles of Merger with and the acceptance for record by the NC Secretary of State of the State of Ohio pursuant to the OGCL NCBCA and the filing of Articles of the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) 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 SROCertificates, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vvii) 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 FNB Yadkin Common Stock pursuant to this Agreement and the approval of the listing of such FNB shares of 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, SRO or other Person ”) are necessary in connection with (A) the execution and delivery by FNB NewBridge of this Agreement and or (B) the consummation by FNB NewBridge of the Merger and the other transactions this Agreement contemplates. As of contemplated hereby (including the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedBank Merger).

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 amended (the Federal Reserve Board under “HSR Act”); (b) applicable requirements of the BHC Securities Exchange Act and the Federal Reserve Actof 1934, as amended, and approval of such applications the rules and notices, and, in connection with regulations promulgated thereunder (the acquisition of PVFC Bank by FNB, the filing of applications “Exchange Act”) and notices, as applicable, with the FDIC, the OCC and any may be required under applicable state regulatory authority, and approval of such applications and notices, (ii) the filing with the SEC securities or “blue sky” Laws of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, United States; (iiic) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and Delaware; (d) the filing with the SEC of Articles of Merger a proxy statement (together with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings all customary proxy or exemptions other materials delivered in connection with compliance with therewith, the applicable provisions of federal and state securities laws “Proxy Statement”) relating to the regulation meeting of broker-dealersthe Shareholders of the Company to be held to consider the adoption of this Agreement (the “Company Shareholders Meeting”); (e) the Consents required or contemplated under the Advisers Act and any Investment Advisory Arrangements; (f) the filings or notices required by, investment advisers or transfer agents and any approvals required under the rules and regulations thereunder of, any self-regulatory organization, including the NASDAQ Stock Market LLC (the “NASDAQ” 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 applicable industry SROInvestment Advisory Arrangement (each such Consent, an “Advisers Act Consent”), and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vy) such filings and approvals as are each Consent required to be made prevent or obtained under waive any put right, right of redemption, termination of the securities investment period, termination of the fund, default or other consequence materially adverse to the Company or any of its Subsidiaries pursuant to any Fund Document (each such Consent, an “Blue Sky” laws Investor Waiver”), in the case of various states each of (x) and (y), in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB of this Agreement and each Ancillary Agreement by the Company or the performance by the Company of its obligations hereunder and thereunder (B) including the consummation by FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedMerger).

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Federal Reserve Board FRB under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications the applications, filings and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications any required applications, filings and notices, as applicable, with the FDIC, and approval of the OCC applications, filings, and notices, (c) the filing of any state regulatory authorityrequired applications, filings, and notices, as applicable, with any governmental agency that has authority over the mortgage production and sale business of SYBT (inclusive of Xxxxxx Xxx and Xxxxxxx Mac), and approval of such applications the applications, filings, and notices, (iid) the filing of applications, filings and notices, as applicable, with the KDFI in connection with the Merger and the Bank Merger and approval of the applications, filings and notices, (e) the filing with the SEC of the S-4 (in which the Proxy Statement and the filing will be included as a prospectus), and declaration by the SEC of the effectiveness of the Registration StatementS-4, (iiif) the filing of the Articles of Merger with and the acceptance for record by the Kentucky Secretary of State of the State of Ohio pursuant to the OGCL KBCA, and the filing of Articles of the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCACertificates, (ivg) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB SYBT Common Stock pursuant to this Agreement Agreement, (h) the filing of applications, filings and notices, as applicable, with any SRO, (j) any approvals and notices required with respect to the SYBT Common Stock to be issued as part of the Merger Consideration under the rules of NASDAQ, and (k) the approval of listing such FNB Common Stock on the NYSENevada Division of Insurance with respect to the change in control of the Captive Subsidiary (the “Captive Subsidiary”), no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Entity are necessary in connection with (Ai) the execution and delivery by FNB SYBT or Merger Subsidiary of this Agreement and or (Bii) the consummation by FNB SYBT or Merger Subsidiary of the Merger and the other transactions this Agreement contemplatescontemplated hereby (including the Bank Merger). As of the date of this Agreementhereof, FNB SYBT is not aware of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except as set forth in Section 5.4 of the Parent Disclosure Schedule, no Consents of, or filings or registrations with, any Governmental Entity or any third Person are necessary in connection with (a) the execution and delivery by Parent or Merger Subs of this Agreement or the Agreement of Merger or (b) the consummation by Parent or Merger Subs of the transactions contemplated hereby and thereby, including the Mergers, except for (i) any notices required to be filed under the filing of applications and noticesHSR Act, as applicable(ii) the Consents from, or registrations, declarations, notices or filings made to or with the Federal Reserve Board under the BHC Act FCC, or any Governmental Entity (including State Regulators) and the Federal Reserve Actlocal cable franchise authorities) (other than with respect to securities, antitrust, competition, trade regulation or similar laws), in each case as amended, and approval of such applications and notices, and, may be required in connection with the acquisition of PVFC Bank by FNBthis Agreement, the filing Mergers or the other transactions contemplated by this Agreement and are required in with respect to mergers, business combinations or changes in control of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and noticestelecommunications companies generally, (iiiii) the filing with the SEC of the Proxy Statement and Statement/Prospectus (as hereinafter defined) as well as any other filings required to be made with the filing and declaration of effectiveness of SEC pursuant to the Registration StatementSecurities Act or the Exchange Act, (iiiiv) the filing of the Articles of Merger and related certificates with and the acceptance for record by the California Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsCGCL, (v) Consents or approvals of, or filings or registrations with, Governmental Entities or third parties, (vi) such filings and approvals as are may be required to be made or obtained under the state blue sky or securities Laws or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Parent Stock pursuant to this Agreement and approval (vii) such filings as may be required to cause the shares of Parent Stock to be issued pursuant this Agreement to be approved for listing such FNB Common Stock on the NYSENASDAQ Global Select Market, no consents or approvals the failure of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will which to be obtained would not be received on reasonably expected to result in, individually or in the aggregate, a timely basis or why any Materially Burdensome Regulatory Condition would be imposedParent Material Adverse Effect.

Consents and Approvals. Except for (a) Subject to the terms and conditions of this Agreement and applicable law, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in this Agreement to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the filing of applications preparation and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of 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 with the SEC of the Proxy Statement and the filing and declaration of effectiveness Commission of the Registration Statement, the Proxy Statement and any necessary amendments or supplements to any of the 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 thereof; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the filing of Articles of Merger 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 the acceptance for record by the Secretary of State applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the State of Ohio 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 OGCL HSR Act and cooperating with each other party in complying with the filing requirements of Articles the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of Merger with and 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 acceptance for record consummation of the transactions contemplated hereby or by the Secretary of State 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 State foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of Florida pursuant any Injunction referred to in the FBCApreceding 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 consentslimitations 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, authorizationspossession and use of any asset now owned or hereafter acquired by any such Person, approvalsor (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, filings in each case to the extent that doing so would be adverse or exemptions burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why each party shall provide the Requisite Regulatory Approvals will not be received other parties with drafts thereof and afford the other parties a reasonable opportunity to comment on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedsuch drafts.

Consents and Approvals. Except for (a) Subject to the terms and conditions of this Agreement and applicable law, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in this Agreement to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the filing of applications preparation and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of 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 with the SEC of the Proxy Statement and the filing and declaration of effectiveness Commission of the Registration Statement, the Proxy Statement and any necessary amendments or supplements to any of the 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 thereof; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the filing of Articles of Merger 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 the acceptance for record by the Secretary of State applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the State of Ohio 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 OGCL HSR Act and cooperating with each other party in complying with the filing requirements of Articles the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of Merger with and 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 acceptance for record consummation of the transactions contemplated hereby or by the Secretary of State 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 State foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of Florida pursuant any Injunction referred to in the FBCApreceding 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 consentslimitations 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, authorizationspossession and use of any asset now owned or hereafter acquired by any such Person, approvalsor (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, filings in each case to the extent that doing so would be adverse or exemptions burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why each party shall provide the Requisite Regulatory Approvals will not be received other parties with drafts thereof and afford the other parties a reasonable opportunity to comment on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedsuch drafts.

Consents and Approvals. Except for (ia) the filing filings of applications and notices, as applicable, with the Federal Reserve Board under state insurance authorities set forth in Section 3.4 of 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 authorityCompany Disclosure Schedule, and approval of such applications and notices, (iib) the filing of any required applications with the Federal Deposit Insurance Corporation (the “FDIC”), the California Department of Financial Institutions, and any other federal, foreign or state banking, consumer finance, insurance or other foreign, federal or state insurance or other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) set forth in Section 3.4 of the Company Disclosure Schedule, and approval of or non-objection to such applications, filings and notices (the items described in clauses (a) and (b), the “Regulatory Approvals”), (c) the filing with the SEC of a Proxy Statement in definitive form relating to the meeting of Company’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the Registration StatementForm S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(i), (iiid) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio SCC pursuant to the OGCL VSCA, (e) any notices or filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities antitrust laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, foreign jurisdiction and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vf) 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 FNB Parent Common Stock pursuant to this Agreement and approval of listing of such FNB Parent Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Entity are necessary in connection with (A) the execution and delivery by FNB of this Agreement and (B) the consummation by FNB Company of the Merger and the other transactions contemplated by this Agreement contemplatesAgreement. As No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the date execution and delivery by Company of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the NYSE, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, HOLA and approval of such applications applications, filings and notices, and, in connection with the acquisition of PVFC Bank by FNB, (c) the filing of applications applications, filings and notices, as applicable, with the FDICOCC, the OCC FDIC and any state regulatory authoritythe DFS, in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (iid) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration StatementS-4, (iiif) the filing of Articles the Charter Amendment and the Certificate of Merger with and the acceptance for record by the Delaware Secretary of State of the State of Ohio pursuant to the OGCL DGCL, and the filing of Articles of the Bank Merger with Certificates and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vg) 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 FNB Parent Common Stock pursuant to this Agreement and the approval of the listing of such FNB Parent Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Entity are necessary in connection with (Ai) the execution and delivery by FNB Parent of this Agreement and or (Bii) the consummation by FNB Parent of the Merger and the other transactions this Agreement contemplatescontemplated hereby (including the Bank Merger). As of the date of this Agreementhereof, FNB Parent is not aware of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except for (i) the filing of applications a notification and notices, as applicable, with the Federal Reserve Board report form under the BHC HSR Act and the Federal Reserve termination or expiration of the waiting period under the HSR Act, as amended, (ii) the filing of any other required applications or notices with any state or foreign agencies and approval of such applications and notices, and, in connection with notices (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"Other Approvals"), (iiiii) the filing with the SEC of a joint proxy statement/prospectus relating to the Proxy Statement matters to be submitted to Valero's stockholders at the Valero Stockholders Meeting and the filing matters to be submitted to UDS's stockholders at the UDS Stockholders Meeting (such joint proxy statement/prospectus, and declaration any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and a registration statement on Form S-4 with respect to the issuance of effectiveness of Valero Common Stock in the Registration StatementMerger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"), (iiiiv) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCAMerger, (ivv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vvi) 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 FNB 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 such FNB 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, SRO or other Person ") are necessary in connection with (A) the execution and delivery by FNB UDS of this Agreement and (B) the consummation by FNB UDS of the Merger and the other transactions this Agreement contemplates. As of the date of contemplated by this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, FRB and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, FDIC and approval of such applications and notices, (iic) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration StatementS-4, (iiie) the filing authorization of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Parent Common Stock issuable pursuant to this Agreement and (including without limitation the shares of Parent Common Stock issuable upon exercise of all New Stock Options) by the requisite vote of the shareholders of Parent, (f) the filing of the Certificate of Merger with the Department of the Treasury of the State of New Jersey pursuant to the BCA, (g) approval of the listing such FNB of the Parent Common Stock to be issued in the Merger on the NYSENASDAQ Global Select Market, (h) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (i) such consents, authorizations or approvals as shall be required under the Environmental Laws and (j) such other filings, authorizations or approvals as may be set forth in Section 4.4 of the Parent Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity, SRO Entity or other Person with any third party are necessary on behalf of Parent or the Parent’s Bank in connection with (A1) the execution and delivery by FNB Parent of this Agreement and Agreement, (B2) the consummation by FNB Parent of the Merger and the other transactions this Agreement contemplates. As contemplated hereby, (3) the execution and delivery by the Parent’s Bank of the date Bank Merger Agreement and (4) the consummation by the Parent’s Bank of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedBank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, HOLA and approval of such applications applications, filings and notices, and(c) the filings of applications, in connection with the acquisition of PVFC Bank by FNB, the filing of applications filings and notices, as applicable, with the FDIC, the OCC and any state regulatory authorityOCC, and approval of such applications applications, filings and notices, (iid) the filing of applications, filings and notices, as applicable, with the NJ Department in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing with the SEC of (i) any filings under applicable requirements of the Exchange Act, including the filing of the Joint Proxy Statement and (ii) the filing S-4 and declaration of effectiveness of the Registration StatementS-4, (iiif) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio SDAT pursuant to the OGCL and MGCL, (g) the filing of Articles of the Second-Step Merger Certificates with the Delaware Secretary and the acceptance for record by SDAT in accordance with the Secretary of State DGCL and the MGCL, respectively, (i) the filing of the State of Florida pursuant to the FBCA, (iv) 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 SROBank Merger Certificate, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vh) 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 FNB Parent Common Stock pursuant to this Agreement and the approval of the listing of such FNB Parent Common Stock on the NYSENASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Entity are necessary in connection with (A) the execution and delivery by FNB Parent of this Agreement and or (B) the consummation by FNB Parent of the Merger Integrated Mergers and the other transactions this Agreement contemplates. As of contemplated hereby (including the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedBank Merger).

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and of Governors of the Federal Reserve Act, as amended, System (“FRB”) and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, FDIC and approval of such applications and notices, (iic) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness by the Securities and Exchange Commission (the “SEC”) of the Registration registration statement on Form S-4 (the “S-4”) in which the proxy statement in definitive form relating to the meeting of the holders of the Company Common Stock to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) will be included as a proxy statement and prospectus, (iiie) the approval of this Agreement and the Merger by the requisite vote of the holders of the Company Common Stock, (f) the filing of Articles the Certificate of Merger with and the acceptance for record by Department of the Secretary of State Treasury of the State of Ohio New Jersey pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State BCA, (g) approval of the State listing of Florida pursuant the Parent Common Stock to be issued in the FBCAMerger on the NASDAQ Global Select Market, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vh) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained commissions, (i) such consents, authorizations or approvals as shall be required under the securities Environmental Laws and (j) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 3.4 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany 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, SRO ”) or other Person with any third party are necessary on behalf of the Company or the Company’s Bank in connection with (A1) the execution and delivery by FNB the Company of this Agreement and Agreement, (B2) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As contemplated hereby, (3) the execution and delivery by the Company’s Bank of the date Bank Merger Agreement and (4) the consummation by the Company’s Bank of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedBank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board a notification under the BHC HSR Act and (as defined below), (b) the Federal Reserve ActCompany Stockholder Approval, as amended, and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, (c) the filing of applications and noticesthe Certificate of Merger with the 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 applicable, with the FDIC, the OCC and any state regulatory authorityamended ("Communications Act"), and approval the policies and regulations of such applications and noticesthe FCC implementing the Communications Act (the "FCC Approval"), (iie) 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 (i) the Joint Proxy Statement/Prospectus (as defined below) and (ii) such reports under Sections 13(a), 13(b), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statementsuch orders as may be required in connection therewith, (iiig) the filing consent of Articles of Merger with Sprint Communications Company, L.P., Sprint Spectrum, L.P. and the acceptance for record by the Secretary of State of the State of Ohio Wireless Co, L.P. (collectively, "Sprint PCS") required pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State terms of the State of Florida pursuant to Company Sprint Agreements (as defined below) (the FBCA"Company Sprint Consent"), and (ivh) any such consents, authorizations, approvals, filings or exemptions in connection with compliance with registrations, the applicable provisions failure of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required 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 FNB Common Stock pursuant aggregate, would not reasonably be expected to this Agreement and approval of listing such FNB 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, SRO or other Person third party are necessary in connection with (A) the execution and delivery by FNB the Company of this Agreement and (B) or the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and of Governors of the Federal Reserve Act, as amended, System (“FRB”) and approval the Department of such applications Banking and notices, and, in connection with Insurance of the acquisition State of PVFC Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, New Jersey and approval of such applications and notices, (iib) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement Statement”) and the filing and declaration of effectiveness of the Registration Statementregistration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (iiic) the approval of this Agreement and the Merger by the requisite vote of the shareholders of the Company, (d) the filing of the Certificate of Merger with the Department of the Treasury of the State of New Jersey pursuant to the BCA and of the Articles of Merger with and the acceptance for record by the Secretary Department of State of the State Commonwealth of Ohio Pennsylvania pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State BCL, (e) approval of the State listing of Florida pursuant the Parent Common Stock to be issued in the FBCAMerger on NASDAQ, (ivf) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (g) such consents, authorizations, approvals, filings approvals or exemptions under the Environmental Laws (as defined in connection with compliance Section 3.17) and notices and filings with the applicable provisions of federal and state securities laws relating to Internal Revenue Service (the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ “IRS”) or the NYSE, or that Pension Benefit Guaranty Corporation (the “PBGC”) with respect to employee benefit plans as are required under consumer finance, mortgage banking described in Section 3.4 of the Company Disclosure Schedule and other similar laws, (vh) such filings and other filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany 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, SRO ”) or other Person with any third party are necessary in connection with (A1) the execution and delivery by FNB the Company of this Agreement and (B2) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. (a) Except for (i) the filing of applications any required applications, listing applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amendedNYSE American, 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 with the SEC such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of the Proxy Statement U.S. and the filing and declaration of effectiveness of the Registration Statementnon-U.S. jurisdictions (collectively, “Competition Laws”), (iii) the filing of any required applications, filings and notices, as applicable, for foreign investment clearance of any jurisdiction, (iv) the filing by Camber with the United States Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus (the “S-4”), and the declaration of effectiveness of the S-4, (v) the filing of the Articles of Merger with and the acceptance for record by the Nevada Secretary of State of the State of Ohio pursuant to the OGCL NRS and all other filings required under the filing of Articles of Merger with and the acceptance for record NRS or by the Nevada Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsMerger, (vvi) 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 FNB Camber Common Stock and New Camber Preferred pursuant to this Agreement and the approval of the listing of such FNB 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, SRO or other Person ”) are necessary in connection with (A) the execution and delivery by FNB Camber of this Agreement and Agreement, or (B) the consummation by FNB Xxxxxx of the Merger and the other transactions this Agreement contemplatescontemplated hereby. As of the date of this Agreementhereof, FNB Xxxxxx is not aware of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received by Camber or Merger Sub to permit consummation of the Merger on a timely basis basis. As of the date hereof, to the knowledge of Camber, there is no fact or why any Materially Burdensome Regulatory Condition circumstance existing that would require or reasonably be imposed.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 Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of 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 requisite applications with the OCC and the approval of such applications, (iii) the filings with respect to the State Approvals (including receipt of such State Approvals), (iv) 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 SEC of the Joint Proxy Statement and the filing and declaration of effectiveness of the Registration StatementS-4, (iiivii) the filing of Articles the Certificate of Merger with and the acceptance for record by the Delaware Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCADGCL, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vviii) 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 FNB 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 such FNB Common Stock on the NYSEParent Vote Matters by the requisite votes of the stockholders of Parent, (x) the filing 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, SRO Entity or other Person any third party are necessary in connection with (A) the execution and delivery by FNB Parent and Merger Sub of this Agreement the Parent Documents and (B) the consummation by FNB Parent and Merger Sub of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby and thereby.

Consents and Approvals. Except No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Debtors or any of their Subsidiaries or any of their respective properties (each, an “Applicable Consent”) is required for the execution and/or delivery by the Debtors and, to the extent relevant, their Subsidiaries, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Debtors and, to the extent relevant, their Subsidiaries with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (ia) the filing entry of applications the Confirmation Order authorizing the Company and notices, as applicable, with the Federal Reserve Board other Debtors to perform each of their respective obligations under the BHC Act and Plan, (b) entry by the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNBBrazilian Bankruptcy Court, the filing court in any Ancillary Proceeding or any other court of applications and noticescompetent jurisdiction, of orders as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and noticesmay be necessary from time to time, (iic) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statementsuch consents, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consentsapprovals, authorizations, approvals, filings registrations or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are qualifications as may be required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made U.S. federal or obtained under the state securities or “Blue Sky” laws of various states Laws in connection with the purchase of the Unsubscribed Securities by the Commitment Parties, the issuance of the shares Purchase Rights and the issuance of FNB Common Stock the New Money Securities pursuant to this Agreement the exercise of the Purchase Rights, (d) any Applicable Consents that, if not made or obtained, would not reasonably be expected to have a material adverse effect and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (Ae) the execution notices, filings and delivery by FNB of this Agreement and (B) the consummation by FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedconsents customarily obtained post-Closing.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the FDIC and Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications and notices, as applicable, with the FDIC, Commissioner of Banking of the OCC and any state regulatory authority, State of New Jersey (the "Commissioner") and approval of such applications and notices, (iic) the filing with the SEC Securities and Exchange Commission (the "SEC") of a proxy statement in definitive form relating to the meeting of the Company's shareholders (and, if determined by the Buyer to be necessary, the meeting of the Buyer's shareholders) to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement Statement") and the filing and declaration of effectiveness of the Registration Statementregistration statement on Form S-4 (the "S-4") in which the Proxy Statement will be included as a prospectus, (iiid) the approval of this Agreement by the requisite vote of the shareholders of the Company, (e) the filing of Articles of Merger with and the acceptance for record by the Secretary of State OCC Notice, (f) approval of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State listing of the State of Florida pursuant Buyer Common Stock to be issued in the FBCAMerger on the Nasdaq/NMS, (ivg) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (h) such consents, authorizations, approvals, filings approvals or exemptions under the Environmental Laws (as defined in connection with compliance Section 3.17) and notices and filings with the applicable provisions of federal and state securities laws relating to Internal Revenue Service (the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ "IRS") or the NYSE, or that Pension Benefit Guaranty Corporation (the "PBGC") with respect to employee benefit plans as are required under consumer finance, mortgage banking described in Section 3.4 of the Company Disclosure Schedule and other similar laws, (vi) such filings and other filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany 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, SRO ") or other Person with any third party are necessary in connection with (A1) the execution and delivery by FNB the Company of this Agreement and or (B2) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings, notices and noticesrequests for waiver, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications applications, filings and noticesnotices or granting of such waivers, andas applicable, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications any required applications, filings and notices, as applicable, with the FDIC, FDIC and the OCC and any state regulatory authorityTexas Department of Banking in connection with the Bank Merger, and approval of such applications applications, filings and notices, (iic) the filing of an exit notice with the OCC pursuant to 12 C.F.R. § 5.33(k) with respect to the Bank Merger and the filing of any other required applications, filings or notices with any 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 filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by CBTX with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the Registration StatementS-4, (iiif) the filing of Articles the Certificate of Merger with and the acceptance for record by the Texas Secretary of State of the State of Ohio pursuant to the OGCL and TBOC, (g) the filing of Articles of the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance Certificates with the applicable provisions of federal Governmental Entities as required by applicable law and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vh) 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 FNB CBTX Common Stock pursuant to this Agreement and the approval of the listing of such FNB CBTX Common Stock on the NYSENASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Entity are necessary in connection with (Ai) the execution and delivery by FNB Allegiance of this Agreement and or (Bii) the consummation by FNB Allegiance of the Merger and the other transactions this Agreement contemplatescontemplated hereby (including the Bank Merger). As of the date of this Agreementhereof, FNB is not aware Allegiance has no knowledge of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received by Allegiance to permit consummation of the Merger and Bank Merger on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

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 Board under System (the BHC Act and the “Federal Reserve ActReserve”), 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 authorityTexas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications applications, filings and notices, (iib) the filing compliance with the SEC any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the filing Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration StatementForm S-4, (iiic) the filing of the Articles of Merger with the SDAT and the acceptance for record by Certificate of Merger with the Secretary of State of the State of Ohio Texas pursuant to the OGCL MGCL and TBOC, respectively, (d) the filing of Articles of the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCACertificates, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (ve) 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 FNB Parent Common Stock pursuant to this Agreement and Agreement, (f) approval of listing of such FNB Parent Common Stock on the NYSENASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity, SRO ”) are required to be made or other Person are necessary obtained by Company or any of its Subsidiaries in connection with (Ai) the execution and delivery by FNB Company of this Agreement and or (Bii) the consummation by FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings or notices with any federal or state regulatory or banking authorities listed on Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (c) the Federal Reserve filing of any required applications, filings, certificates and notices as applicable with the OCC under the Bank Merger Act, as amended(d) the filing of any required applications, filings or notices with FINRA and approval of such applications applications, filings and notices, and, in connection with the acquisition of PVFC Bank by FNB, (e) the filing of applications any required applications, filings and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and noticesNASDAQ, (iif) the filing by Parent with the SEC of the Proxy Statement and the filing S-4 in which the Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the Registration StatementS-4, (iiig) the filing of Articles the Certificate of Merger with and the acceptance for record by the Washington Secretary of State of the State of Ohio pursuant to the OGCL WBCA, the filing of Second Step Certificates of Merger with the applicable Governmental Entities as required by applicable law, and the filing of Articles of the Bank Merger with Certificate, and the acceptance for record (h) if required by the Secretary HSR Act, the filing of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvalsapplications, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained notices under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSEHSR Act, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Entity are necessary in connection with (Ai) the execution execution, delivery and delivery performance by FNB the Parent Parties of this Agreement and or (Bii) the consummation by FNB the Parent Parties of the Merger Mergers and the other transactions this Agreement contemplates. As of the date of contemplated by this Agreement, FNB . No Parent Party is not aware of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received by the applicable Parent Party to permit consummation of the transactions contemplated by this Agreement (including the Mergers) on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board a notification under the BHC HSR Act and (as defined in Section 6.1(b)), (b) the Federal Reserve ActParent Stockholder Approval, as amended, and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, (c) the filing of applications and notices, as applicable, the Certificate of Merger with the FDIC, Delaware Secretary pursuant to the OCC and any state regulatory authority, and approval of such applications and noticesDGCL, (iid) the filing with the SEC of (i) the Joint Proxy Statement Statement/Prospectus and the filing (ii) such reports under Sections 13(a), 13(d), 13(g) and declaration of effectiveness 16(a) of the Registration StatementExchange Act, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions as may be required 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 this Agreement and the rules and regulations thereunder and of any applicable industry SRO, transactions contemplated hereby and the rules obtaining from the SEC of NASDAQ or the NYSE, or that are such orders as may be required under consumer finance, mortgage banking and other similar lawsin connection therewith, (ve) approval of the listing of the Parent Common Stock to be issued in the Merger on Nasdaq, (f) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of FNB the Company Common Stock pursuant to this Agreement Agreement, (g) any consent of Sprint PCS required pursuant to the terms of Parent Sprint Agreements, (h) such filings, authorizations or approvals as may be set forth in Section 4.5 of the Parent Disclosure Schedule, and approval (i) such consents, approvals, filings or registrations, the failure of listing such FNB Common Stock which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the NYSEParent, no consents or approvals of of, or filings or registrations with, any Governmental Entity or with any Governmental Entity, SRO third party are required to be made or other Person are necessary obtained by Parent or any of its Subsidiaries in connection with (A) the execution and delivery by FNB Parent and Merger Sub of this Agreement and (B) or the consummation by FNB Parent and Merger Sub of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for (ia) the filing of applications applications, filings, certificates and notices, as applicable, with the NASDAQ and the approval of the listing on the NASDAQ of the shares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval or waiver of such applications applications, filings and notices, and, in connection with the acquisition of PVFC Bank by FNB, (c) the filing of applications applications, filings, certificates and notices, as applicable, with the FDICOCC in connection with the Bank Merger, including filing of the notice of consummation with the OCC and any state regulatory authoritypursuant to the National Bank Act, and approval of such applications applications, filings and notices, (iid) the filing with the SEC of (i) any filings that are necessary under applicable requirements of the Proxy Statement Exchange Act and (ii) the filing S-4 and declaration of effectiveness of the Registration StatementS-4, (iiie) the filing of Articles of Merger applications, filings, certificates and notices, as applicable, with and the acceptance for record by NJ Department, (f) the Secretary of State filing of the State First-Step Merger Certificate with the New Jersey Department of Ohio Treasury pursuant to the OGCL and BCA, (g) the filing of Articles of the Second-Step Merger Certificates with the Delaware Secretary and the acceptance for record by New Jersey Department of Treasury in accordance with the Secretary of State DGCL and the BCA, respectively, (h) the filing of the State of Florida pursuant to the FBCA, Bank Merger Certificate and (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vi) 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 FNB Parent Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSEAgreement, no consents or approvals of or filings or registrations with any Governmental Entity, SRO Entity or any other Person third party are necessary in connection with (A) the execution and delivery by FNB Parent or Merger Sub of this Agreement and Agreement, (B) the consummation by FNB Parent or Merger Sub of the Merger Integrated Mergers and the other transactions this Agreement contemplates. As contemplated hereby, (C) the execution and delivery by Parent Bank of the date Bank Merger Agreement or (D) the consummation by Parent Bank of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedBank Merger.

Consents and Approvals. Except for (i) the filing of any required applications and notices, or notices with governmental agencies or authorities as applicable, with set forth in Schedule 3.4 of the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, Company Disclosure Schedule and approval of such applications and notices, and, in connection with notices (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"REGULATORY APPROVALS"), (ii) the filing with the SEC of the Form S-4 (as defined in Section 6.1(a)) containing the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement/Prospectus (as defined in Section 6.1(a)), (iii) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Minnesota pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCAMBCA, (iv) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (v) the Company Shareholder Approval, (vi) the filing with the SEC of such reports under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby and (vii) such other consents, authorizations, approvals, filings and registrations the failure to obtain which would not, individually or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating aggregate, reasonably be expected to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states result in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock a Material Adverse Effect on the NYSECompany, no consents or approvals of or filings or registrations with any Governmental Entitycourt, SRO administrative agency or commission or other Person governmental or regulatory authority or instrumentality (each a "GOVERNMENTAL ENTITY"), are necessary in connection with (A) the execution and delivery by FNB Company of this Agreement and (B) or the Receivables Agreements or the consummation by FNB Company of the Merger and transactions contemplated hereby or thereby. Company has no reason to believe that any regulatory approvals or consents required to consummate the other transactions contemplated by this Agreement contemplates. As of (the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals "REQUISITE REGULATORY APPROVALS") will not be received obtained on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except No notices, applications or other filings are required to be made by it or any of its Subsidiaries with, nor are any consents, approvals, registrations, permits, expirations of waiting periods or other authorizations required to be obtained by it or any of its Subsidiaries from, any Governmental Authority or third party in connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby, except for (i1) the filing filings of applications and noticesnotices with, as applicablereceipt of approvals or no objections from, with and the expiration of related waiting periods, required by federal and state banking authorities, including applications and notices to the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amendedto the Office of Thrift Supervision under HOLA, and approval of such applications and noticesnotices to the New York State Banking Department or Banking Board under the NYBL, and, in connection with the acquisition of PVFC Bank by FNB, the filing (2) filings of applications and noticesnotices with, as applicableand receipt of approvals or nonobjections from, the SEC, state securities authorities and the NASD, (3) filing of the Registration Statement and Proxy Statement with the FDIC, the OCC and any state regulatory authoritySEC, and approval of such applications and notices, (ii) the filing with declaration by the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration StatementStatement under the Securities Act, (iii4) receipt of the shareholder approval described in Section 5.3(e), (5) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL Delaware and (6) the filing of Articles of Merger with and NYSE to obtain the acceptance for record listing authorizations contemplated by the Secretary of State this Agreement. As of the State date hereof, it is not aware of Florida pursuant to the FBCA, (iv) any reason why all necessary consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking permits and other similar laws, (v) such filings and approvals as are required authorizations will not be received in order to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB of this Agreement and (B) the permit consummation by FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for (ia) the filing of applications and or notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications or notices, (b) the Federal Reserve Act, as amended, filing of an application with the FDIC under the Bank Merger Act and approval of such applications and noticesapplication, and, in connection with the acquisition of PVFC Bank by FNB, (c) the filing of applications and or notices, as applicable, with the FDICOTS and approval of such applications or notices, (d) the OCC and any state regulatory authorityfiling of applications or notices, as applicable, with the Commissioner and approval of such applications and notices, (iie) the filing with the SEC of the Proxy Statement and with the filing and declaration of effectiveness SEC of the Registration StatementS-4, (iiif) the approval of this Agreement by the requisite vote of the stockholders of Buyer, (g) the filing of an application with NASDAQ to list the Buyer Common Stock to be issued in the Merger on the NASDAQ and the approval of such application, (h) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Department pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCAMGCL, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vi) 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 FNB Buyer Common Stock pursuant to this Agreement and Agreement, (j) the filings required by the Bank Merger Agreement, (k) the approval of listing the Bank Merger Agreement by Buyer as the sole stockholder of Buyer Bank, and (l) such FNB Common Stock on filings, authorizations or approvals as may be set forth in Section 4.4 of the NYSEBuyer Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity, SRO Entity or other Person with any third party are necessary on behalf of Buyer in connection with (A1) the execution and delivery by FNB Buyer of this Agreement and Agreement, (B2) the consummation by FNB Buyer of the Merger and the other transactions this Agreement contemplates. As contemplated hereby, (3) the execution and delivery by Buyer Bank of the date of this Bank Merger Agreement, FNB is not aware and (4) the consummation by Buyer Bank of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedSubsidiary Merger.

Consents and Approvals. Except for (ia) any filings or clearances required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (b) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of 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 noticesCompany Shareholder Approval, (iic) the filing with the SEC of (i) a proxy statement/prospectus related to the Proxy Statement transactions contemplated by this Agreement and the filing Company Shareholders Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”), and declaration of effectiveness of (ii) such other reports or filings under the Registration StatementExchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iiid) the filing of the Articles of Merger with and the acceptance for record by SCC pursuant to the VSCA, (e) the filing of the Certificate of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State requirements of the State of Florida pursuant to the FBCADGCL, (ivf) any consents, authorizations, approvals, such 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 as may be required under the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance(g) the filings, mortgage banking clearances, consents, notices and other similar lawsapprovals set forth in Section 3.5 of the Company Disclosure Letter (the consents referred to in clauses (a) through (g), the “Company Consents”), and (vh) such filings additional filings, clearances, consents, notices and approvals as are required approvals, the failure of which to make or obtain would not reasonably be made 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 FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSEaggregate, a Company Material Adverse Effect, no consents filings, clearances, consents, notices or approvals of or filings or registrations with any Governmental Entity, SRO Entity or other Person any Third Party are necessary in connection with (A) the execution and delivery by FNB the Company of this Agreement and or (B) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As of the date of contemplated by this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (a) 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 Federal Reserve Board Trade Commission and the United States Department of 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 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 promptly comply with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles of Merger or cause to be complied with and the acceptance for record any requests by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ Federal Trade Commission or the NYSEUnited States Department of Justice for additional information concerning such transactions, or in each case so that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant waiting period applicable to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (A) transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery by FNB of this Agreement and (B) the consummation by FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement. Each party agrees to request, FNB is not aware and to cooperate with the other party in requesting, early termination of any reason why applicable waiting period under the Requisite Regulatory Approvals will not HSR Act. The costs of any filing fees required in connection with any HSR filing shall be received borne equally between Buyer, on a timely basis 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 why deliver such consents, waivers, authorizations and approvals; provided, further, any Materially Burdensome Regulatory Condition would and all costs and expenses incurred by any of the parties in connection with obtaining the waivers, consents and amendments referred to in Section 5.13 hereunder shall be imposedborne by the Selling Parties.

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 Federal Reserve Board report form under the BHC HSR Act and the Federal Reserve termination or expiration of applicable waiting periods under the HSR 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, (iic) the filing with the SEC of the proxy statement in a definitive form relating to each of the Company Stockholders Meeting and the Parent Stockholders Meeting (the “Joint Proxy Statement”) 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 and the filing will be included as a prospectus, and declaration of effectiveness of the Registration StatementForm S-4, (iiid) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCADGCL, (ive) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the listing rules of NASDAQ the NYSE or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsNasdaq, (vf) 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 FNB Parent Common Stock pursuant to this Agreement (g) such other consents, approvals, filings and approval registrations the failure of listing such FNB 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, SRO Entity or any other Person are necessary in connection with (Ai) the execution and delivery by FNB the Company of this Agreement and (Bii) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As of the date of contemplated by this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications applications, filings and notices, and, in connection with the acquisition of PVFC Bank by FNB, (ii) the filing of applications applications, filings and notices, as applicable, with the FDICFederal Reserve in connection with the Bank Merger, including under the OCC and any state regulatory authorityBank Merger Act, and approval of such applications applications, filings and notices, (iiiii) the filing of applications, filings and notices, as applicable, with the Maryland Office of the Commissioner of Financial Regulation (the “Maryland Office”) and the Virginia Bureau of Financial Institutions (“Virginia Bureau”) in connection with the Bank Merger and approval of such applications, filings and notices, (iv) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Parent in connection with the transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Form S-4”) and declaration of effectiveness of the Registration StatementForm S-4, (iiiv) other filings and reports as required pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (vi) the filing of Articles of Merger with and the acceptance for record by the Secretary of Virginia State of the State of Ohio Corporation Commission pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCAVSCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vvii) 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 FNB Parent Common Stock pursuant to this Agreement and approval (viii) the filing with the Nasdaq Stock Market of a notification of the listing such FNB of the shares of 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, SRO ”) or other Person any third party are necessary required to be made or obtained in connection with (A) the execution and delivery by FNB the Company of this Agreement and (B) or the consummation by FNB the Company of the First-Step Merger and the other transactions contemplated by this Agreement contemplatesAgreement, including the Bank Merger. As of the date of this Agreementhereof, FNB is not aware the Company has no knowledge of any reason pertaining to the Company why any of the Requisite Regulatory Approvals will approvals referred to in this Section 3.6 should not be received on a timely basis obtained without the imposition of any condition or why any Materially Burdensome Regulatory Condition would be imposedrequirement described in Section 7.1(c).

Consents and Approvals. Except for (ia) the filing of applications and or notices, as applicable, with the Federal Reserve Board under the BHC Act and of Governors of the Federal Reserve ActSystem (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended, amended (the "BHC Act") and approval of such applications and or notices, and, in connection (b) the filing of an application with the acquisition FDIC under the Bank Merger Act and approval of PVFC Bank by FNBsuch application, (c) the filing of applications and or notices, as applicable, with the FDICOffice of Thrift Supervision (the "OTS") and the approval of such applications or notices, (d) the OCC and any state regulatory authorityfiling of applications or notices, as applicable, with the Commissioner of Financial Regulation of the State of Maryland (the "Commissioner") and approval of such applications and or notices, (iie) the filing with the SEC of a joint proxy statement in definitive form relating to the Proxy Statement meetings of the Company's stockholders and Buyer's stockholders to be held in connection with this Agreement and the filing and declaration transactions contemplated hereby (the "Proxy Statement"), (f) the approval of effectiveness this Agreement by the requisite vote of the Registration Statementstockholders of the Company, (iiig) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Department pursuant to the OGCL and MGCL, (h) the filing of Articles of Merger with and the acceptance for record filings required by the Secretary of State Bank Merger Agreement, (i) the approval of the State Bank Merger Agreement by the Company as the sole stockholder of Florida pursuant to the FBCA, (iv) 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 SROBank, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vj) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization, as defined in Section 3(a)(26) of the Exchange Act (each a "Governmental Entity"), SRO or other Person with any third party are necessary on behalf of the Company in connection with (A1) the execution and delivery by FNB the Company of this Agreement and Agreement, (B2) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As contemplated hereby, (3) the execution and delivery by the Bank of the date of this Bank Merger Agreement, FNB is not aware and (4) the consummation by the Bank of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedSubsidiary Merger.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, applicable with the Federal Reserve Board under the BHC Bank Holding Company Act of 1956, as amended and Bank Merger 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 applications with the F.D.I.C. under the Bank Merger Act and approval of such applications, (iii) state banking approvals, (iv) the filing with the SEC of the Proxy Statement a proxy statement and the filing and declaration of effectiveness of the Registration StatementS-4, (iiiv) the approval of this agreement by Purchaser as the sole stockholder of Newco, (vi) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State Commonwealth of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCAMassachusetts, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” blue sky laws of various states in connection with the issuance of the shares of FNB Purchaser Common Stock pursuant to this Agreement and approval Agreement; (viii) such filings, authorizations or approvals as may be set forth in Section 3.21 of listing such FNB Common Stock on the NYSEPurchaser Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity, SRO governmental entity or other Person any third party are necessary in connection with (A1) the execution and delivery by FNB Purchaser and Newco of this Agreement and Agreement, (B2) the consummation by FNB Purchaser and Newco of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Newco of the Merger Agreement and (4) consummation of transactions contemplated by the Merger Agreement. The affirmative vote of the holders of the shares of Purchaser Common Stock is not required to approve this Agreement contemplatesor the transactions contemplated hereby. As of the date of this Agreement, FNB is not aware of any Purchaser hereby represents to Company that it has no reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition to believe that it would be imposedunable to obtain each and every required consent and approval referred to in this SECTION 3.21. The Purchaser will endeavor to obtain such consents and approvals so that the transactions contemplated by this Agreement and the Merger Agreement may be consummated on or prior to February 28, 1996.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, Home Owners’ Loan Act and approval of such applications applications, filings and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications applications, filings and notices, as applicable, with the FDICOCC in connection with the Bank Merger, under the OCC and any state regulatory authorityBank Merger Act, and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Sunshine’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the registration statement on Form S‑4 in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by CenterState in connection with the transactions contemplated by this Agreement (the “S‑4”) and declaration of effectiveness of the Registration StatementS‑4, (iiid) the filing of the Certificates/Articles of Merger with and the acceptance for record by the Florida Secretary of State of the State of Ohio pursuant to the OGCL FBCA and the filing Maryland State Department of Articles of Merger with Assessments and the acceptance for record by the Secretary of State of the State of Florida Taxation pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating MGCL to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SROextent required, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (ve) 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 FNB CenterState Common Stock pursuant to this Agreement and the approval of the listing of such FNB CenterState Common Stock on NASDAQ (the NYSE“Regulatory Approvals”), no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Authority are necessary in connection with (A) the execution and delivery by FNB Sunshine of this Agreement and or (B) the consummation by FNB Sunshine of the Merger and the other transactions this Agreement contemplatescontemplated hereby (including the consummation by Savings Bank of the Bank Merger). As of the date of this Agreementhereof, FNB Sunshine is not aware of any reason why the Requisite necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board a notification under the BHC HSR Act and the Federal Reserve Act, (as amended, and approval of such applications and notices, and, defined 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 noticesSection 6.1(b)), (iib) the Company Stockholder Approval, (c) the filing with the Securities and Exchange Commission (the "SEC") of (i) the Joint Proxy Statement/Prospectus (as defined in Section 6.1(a) hereof) and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such 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") required pursuant to the filing and declaration of effectiveness terms of the Registration StatementCompany Sprint Agreements (as defined herein), (iiie) such filings, authorizations or approvals as may be set forth in Section 3.5 of the Company Disclosure Schedule, (f) the filing of Articles the Certificate of Merger with the Delaware Secretary under the DGCL, and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (ivg) 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 applicable provisions of federal and state securities laws relating aggregate, would not reasonably be expected to have a Material Adverse Effect on the regulation of broker-dealersCompany, investment advisers no consents or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSEapprovals of, or that are required under consumer financefilings or registrations with, mortgage banking and any court, agency or commission or other similar laws, governmental authority or instrumentality (veach 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 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB the Company of this Agreement and (B) or the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act NYSE and the Federal Reserve ActLondon Stock Exchange (the “LSE”), as amended(b) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, and approval of such applications and notices, andin each case, in connection with this Agreement and the acquisition transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of PVFC Bank the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by FNBParent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of applications the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, with set forth in Section 3.4 of the FDIC, the OCC and any state regulatory authority, and approval of such applications and noticesCompany Disclosure Schedule, (ii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vf) 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 FNB Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such FNB 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, SRO or other Person ”) are necessary in connection with (Ai) the execution and delivery by FNB the Company of this Agreement and or (Bii) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplatescontemplated hereby. As of the date of used in this Agreement, FNB is not aware “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any reason why the Requisite Regulatory Approvals will not be received on a timely basis other United States or why any Materially Burdensome Regulatory Condition would be imposedforeign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and of Governors of the Federal Reserve Act, as amended, System (“FRB”) and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, FDIC and approval of such applications and notices, (iic) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company’s shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement Statement”) and the filing and declaration of effectiveness of the Registration Statementregistration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (iiie) the approval of this Agreement and the Merger by the requisite vote of the shareholders of the Company, (f) the filing of Articles the Certificate of Merger with and the acceptance for record by Department of the Secretary of State Treasury of the State of Ohio New Jersey pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State BCA, (g) approval of the State listing of Florida pursuant the Parent Common Stock to be issued in the FBCAMerger on the NASDAQ Global Select Market, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vh) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained commissions, (i) such consents, authorizations or approvals as shall be required under the securities Environmental Laws and (j) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 3.4 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany 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, SRO ”) or other Person with any third party are necessary on behalf of the Company or the Company’s Bank in connection with (A1) the execution and delivery by FNB the Company of this Agreement and Agreement, (B2) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As contemplated hereby, (3) the execution and delivery by the Company’s Bank of the date Bank Merger Agreement and (4) the consummation by the Company’s Bank of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedBank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except as specifically set forth in Schedule 2.1(f), the Company is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents, except for (i) the filing of applications and notices, as applicable, the registration statement(s) contemplated by the Registration Rights Agreement (the "Underlying Shares Registration Statement(s)") with the Federal Reserve Board under Securities and Exchange Commission (the BHC Act and "Commission"), which shall be filed in the Federal Reserve Act, as amended, and approval of such applications and notices, and, time periods set forth 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 noticesRegistration Rights Agreement, (ii) the filing application(s) for the listing of the Underlying Shares and the Warrant Shares with the SEC of Nasdaq National Market, which shall be filed in accordance with Section 3.7 hereof (and with any other national securities exchange or market on which the Proxy Statement and the filing and declaration of effectiveness of the Registration StatementCommon Stock is then listed), (iii) the filing of Articles of Merger with any filings, notices or registrations under applicable state securities laws, and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) in all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the Company to effect the Closing and to deliver to the Purchasers the Transaction Notes (and, upon conversion of the Transaction Notes thereunder, the Underlying Shares) or the Transaction Warrants (and, upon exercise of the Transaction Warrants, the Warrant Shares) in the manner contemplated hereby and by the Registration Rights Agreement free and clear of all liens and encumbrances of any nature whatsoever (the approvals referred to in clauses (i) through (iii) above, together with the consents, waivers, authorizations, approvalsorders, notices and filings or exemptions referred to in connection with compliance with Schedule 2.1(f), are hereinafter referred to as the applicable provisions of federal and state securities laws relating "Required Approvals"). The Company has no reason to believe that it will be unable to obtain the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedRequired Approvals.

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicablereceipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve Board under the BHC Act Reserve, 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 noticesVSCCBFI, (ii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Proxy Statement meeting of the Company’s shareholders to be held in connection with this Agreement and the filing transactions contemplated hereby and of the Registration Statement in which such proxy statements will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (iii) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio SCC pursuant to the OGCL VSCA and the filing of Articles of the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCACertificates, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance filing with the applicable provisions NASDAQ of federal and state securities laws relating a notification or application of the listing of the shares of Purchaser Common Stock to be issued in the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SROMerger, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Purchaser Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSEAgreement, no consents or approvals of of, or filings or registrations with with, any Governmental Entity, SRO Entity or other Person any third party are necessary required to be made or obtained by Purchaser in connection with (A) the execution and delivery by FNB Purchaser of this Agreement and (B) or the consummation by FNB Purchaser of the Merger and the other transactions contemplated by this Agreement contemplatesAgreement, including the Bank Merger. As of the date of this Agreementhereof, FNB is not aware Purchaser has no Knowledge of any reason pertaining to Purchaser why any of the Requisite Regulatory Approvals will approvals referred to in this Section 3.3(f) should not be received on a timely basis obtained without the imposition of any material condition or why any Materially Burdensome Regulatory Condition would be imposedrestriction described in Section 6.2(e).

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicablereceipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve Board under Reserve, the BHC Act FDIC 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 noticesNJ Department, (ii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Proxy Statement meeting of the Company’s stockholders to be held in connection with this Agreement and the filing transactions contemplated hereby and of the Registration Statement in which such proxy statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (iii) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Maryland Department pursuant to the OGCL MGCL and the filing of Articles of a certificate for the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCANJ Department, (iv) any consents, authorizations, approvals, filings or exemptions filing with The Nasdaq Stock Market LLC of a notification of the listing of the shares of Purchaser Common Stock to be issued 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 SROMerger, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Purchaser Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, Agreement; no consents or approvals of of, or filings or registrations with with, any Governmental Entity, SRO Entity or other Person any third party are necessary required to be made or obtained by the Company in connection with (A) the execution and delivery by FNB the Company of this Agreement and (B) or the consummation by FNB the Company of the Merger and the other transactions contemplated by this Agreement contemplatesAgreement, including the Bank Merger. As of the date of this Agreementhereof, FNB is not aware the Company has no Knowledge of any reason pertaining to the Company why any of the Requisite Regulatory Approvals will approvals referred to in this Section 3.2(f) should not be received on a timely basis obtained without the imposition of any material condition or why any Materially Burdensome Regulatory Condition would be imposedrestriction described in Section 6.2(e).

Consents and Approvals. Except for (ia) the filing of applications and noticesthe pre-merger notification report under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as applicableamended (the “HSR Act”), (b) filings with the Federal Reserve Board under Securities and Exchange Commission (the BHC Act and “SEC”) as may be required by the Federal Reserve Act, as amended, and approval of such applications and notices, and, Company in connection with this Agreement and the acquisition of PVFC Bank transactions contemplated 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 noticesthis Agreement, (ii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iiic) the filing of Articles the Certificate of Merger with and the acceptance for record by Amended and Restated Certificate of Incorporation of the Surviving Corporation with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL and DGCL, (d) the filing of Articles of Merger filings with and the acceptance for record by the Secretary of State any court, administrative agency or commission or other governmental, regulatory or self-regulatory authority or instrumentality (each a “Governmental Entity”) as required under applicable law in each case as set forth in Section 4.5 of the State of Florida pursuant to the FBCACompany Disclosure Schedule, (ive) any consentsthe Company Stockholder Approval, authorizations, approvals, (f) such 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 as may be required under the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vg) such other consents, approvals or filings and approvals as are required the failure of which to be made obtain or obtained under make would not, individually or in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock aggregate, have a Material Adverse Effect on the NYSECompany, no consents or approvals of or filings or registrations with any Governmental Entity, SRO Entity or other Person third party are necessary in connection with (A) the execution and delivery by FNB the Company of this Agreement and (B) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplatescontemplated hereby. As of the date hereof, to the Company’s Knowledge, there is no reason why the receipt of any such consents or approvals will not be obtained in a customary time frame once complete and appropriate filings have been made by the Company and Parent. For purposes of this Agreement, FNB the “Knowledge” of any person that is not aware an individual means, with respect to any matter in question, the actual knowledge of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedsuch person’s executive officers and other officers having primary responsibility for such matter, in each case based upon reasonable inquiry consistent with such person’s title and responsibilities.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board Communications Commission (the “FCC”) under the BHC Communications Act and the Federal Reserve Actof 1934, as amended, and approval of such applications and notices, and, in connection with amended (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“Communications Act”), and approval of such applications and notices, (ii) the filing with the SEC of the a Joint Proxy Statement in definitive form relating to the Sprint Stockholders Meeting and the filing Nextel Stockholders Meeting (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration StatementForm S-4, (iii) such consents, approvals, filings and registrations as are required to be obtained from or made with the filing of Articles of Merger SEC in connection with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCAILEC Separation, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance the filing of the Certificate of Merger with the applicable provisions Delaware Secretary of federal and state securities laws relating State pursuant to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsDGCL, (v) any notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vi) 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 FNB Common Stock Sprint capital stock pursuant to this Agreement, (vii) the Sprint Stockholder Approval and Nextel Stockholder Approval, (viii) such filings and approvals as are required to be made or obtained with or from any state public service or public utility commissions or similar state regulatory bodies in connection with the consummation of the Merger and the other transactions contemplated by this Agreement or the ILEC Separation, (ix) such filings and approval approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of listing such FNB Common Stock on the NYSEMerger and the other transactions contemplated by this Agreement, and (x) the consents or approvals listed in Section 3.4 of the Sprint Disclosure Schedule, no consents or approvals of or filings or registrations with any federal, state, local or foreign government, court of competent jurisdiction, administrative agency, commission or other governmental authority or instrumentality (each, a “Governmental Entity, SRO or other Person ”) are necessary in connection with (A) the execution and delivery by FNB Sprint and Merger Sub of this Agreement and (B) the consummation by FNB of the Merger and the other transactions contemplated by this Agreement contemplates. As of or the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedILEC Separation.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications applications, filings and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications applications, filings and notices, as applicable, with the FDICOffice of the Comptroller of the Currency (the “OCC”) or any applicable Governmental Authority in connection with the Bank Merger, under the OCC and any state regulatory authorityBank Merger Act, and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the registration statement on Form S-4 (the “Registration Statement”) in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Purchaser in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Registration Statement, (iiie) the filing of the Articles of Merger with and the acceptance for record by the Florida Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant FBCA to the FBCA, (iv) 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 SROextent required, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vf) 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 FNB Purchaser Common Stock pursuant to this Agreement and the approval of the listing of such FNB Purchaser Common Stock on NASDAQ (the NYSE“Regulatory Approvals”), no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Authority are necessary in connection with (A) the execution and delivery by FNB Company of this Agreement and or (B) the consummation by FNB Company of the Merger and the other transactions this Agreement contemplatescontemplated hereby (including the consummation by Selling Bank of the Bank Merger). As of the date of this Agreementhereof, FNB Company is not aware of any reason why the Requisite necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except for (ia) the filing of applications and noticeswith -------------------------- the Office of Thrift Supervision (the "OTS") and, as applicableif necessary, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, Deposit Insurance Corporation ("FDIC") and approval of such applications and noticesapplications, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications and notices, as applicable, an application with the FDIC, New Jersey Department of Banking and Insurance (the OCC and any state regulatory authority, "Banking Department") and approval of such applications and noticesapplication, (iic) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of the Proxy Statement Company's stockholders and Buyer's stockholders to be held in connection with this Agreement and the filing and declaration transactions contemplated hereby (collectively, the "Proxy Statement"), (d) the approval of effectiveness this Agreement by the requisite vote of the Registration Statementstockholders of the Company, (iiie) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio New Jersey pursuant to the OGCL and NJBCA, (f) the filing of Articles of Merger with and the acceptance for record filings required by the Secretary of State Bank Merger Agreement, (g) the approval of the State Bank Merger Agreement by the Company as the sole stockholder of Florida pursuant to the FBCA, Company Bank and (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vh) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany 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, SRO ") or other Person with any third party are necessary in connection with (A1) the execution and delivery by FNB the Company of this Agreement and Agreement, (B2) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As contemplated hereby, (3) the execution and delivery by the Company Bank of the date of this Bank Merger Agreement, FNB is not aware and (4) the consummation by the Company Bank of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedSubsidiary Merger and the transactions contemplated thereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board FCC under the BHC Act and the Federal Reserve Communications 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 with the SEC of the Joint Proxy Statement and the filing Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration StatementForm S-4, (iii) the filing of Articles the Certificate of Merger with and the acceptance for record by the Delaware Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCADGCL, (iv) any consents, authorizations, approvals, notices or filings or exemptions in connection with compliance with under the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsHSR Act, (v) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of FNB Common Stock Sprint capital stock pursuant to this Agreement Agreement, (vi) the Nextel Stockholder Approval and approval Sprint Stockholder Approval, (vii) such filings and approvals as are required to be made or obtained with or from any state public service or public utility commissions or similar state regulatory bodies in connection with the consummation of listing the Merger and the other transactions contemplated by this Agreement, (viii) such FNB Common Stock on filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the NYSEconsummation of the Merger and the other transactions contemplated by this Agreement, and (ix) the consents or approvals listed in Section 4.4 of the Nextel Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Entity are necessary in connection with (A) the execution and delivery by FNB Nextel of this Agreement and (B) the consummation by FNB of the Merger and the other transactions this Agreement contemplates. As of the date of contemplated by this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (ia) the filing of an application with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended (the "BHC Act") and approval of such application, (b) the filing of applications and notices, as applicable, with the Federal Reserve Board Deposit Insurance Corporation ("FDIC") under the BHC Bank Merger Act and the Federal Reserve Act, as amended, Deposit Insurance Act and approval of such applications and noticesapplications, and, in connection with the acquisition of PVFC Bank by FNB, (c) the filing of applications and notices, as applicable, with the FDIC, New York State Banking Department (the OCC "Banking Department") and any state regulatory authority, and the approval of such applications and noticesapplications, (iid) the filing with the SEC FDIC of a proxy statement in definitive form relating to the meeting of the Proxy Statement Company's stockholders to be held in connection with the Merger Documents and the filing transactions contemplated hereby and declaration thereby (the "Proxy Statement"), (e) the approval of effectiveness this Agreement by the requisite vote of the Registration Statementstockholders of the Company, (iiif) the filing of Articles the Plan of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Superintendent pursuant to the OGCL and N.Y.B.L., (g) the filing of Articles a notice or application with the National Association of Merger with Securities Dealers (the "NASD") and the acceptance for record by approval or lack of disapproval of such notice or application or (h) the Secretary filing of State a notice or application with the Cayman Islands banking authorities and the approval or lack of disapproval of such notice or application and (i) such filings, authorizations or approvals as may be set forth in Section 4.4 of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany 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, SRO ") or other Person with any third party are necessary in connection with (A) the execution and delivery by FNB the Company of this Agreement and (B) the Merger Documents or the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby and thereby.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NYSE or Nasdaq, (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, Bank Merger Act and approval of such applications applications, filings and notices, and, in connection with the acquisition of PVFC Bank by FNB, (c) the filing of applications any required applications, filings and notices, as applicable, with the FDIC, the OCC and any state regulatory authoritySEC, and approval of such applications applications, filings and notices, (iid) the filing of any required notices with the OCC, (e) the filing of any required applications, filings and notices, as applicable, with the BFI of the VSCC in connection with the Mergers, and approval of such applications, filings and notices, (f) the filing with the SEC of the Proxy Statement Statement/Prospectus and the filing Registration Statement (in which the Proxy Statement/Prospectus will be included), and the declaration of effectiveness of the Registration Statement, (iiig) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio VSCC pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) 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 SROVSCA, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vh) 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 FNB Buyer Common Stock pursuant to this Agreement and the approval of the listing of such FNB Buyer Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO Entity or other Person any third party are necessary in connection with (Ai) the execution and delivery by FNB Buyer of this Agreement and or (Bii) the consummation by FNB Buyer of the Merger and the other transactions this Agreement contemplatescontemplated hereby (including the Bank Merger). As of the date of this Agreementhereof, FNB Bxxxx is not aware of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except for (a) any required filings under (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve HSR 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 with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration StatementExchange Act, (iii) the filing of Articles of Merger with any applicable state securities and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL blue sky laws and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consentsthe DGCL in respect of the Charter Amendment, authorizations(b) the Regulatory Approvals set forth in Section 3.8 of the Company Disclosure Schedule, approvals, filings or exemptions in connection with compliance with (c) the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents Confirmation Order and the rules and regulations thereunder and Disclosure Statement Order, (d) the Break-Up Payment Order or Allowed Break-Up Payment Claim, as the case may be, (e) the Creditor Consents set forth in Section 3.8 of any applicable industry SROthe Company Disclosure Schedule, (f) the Contract Consents set forth in Section 3.8 of the Company Disclosure Schedule, and (g) the rules of NASDAQ or the NYSELicense Consents, no consent, approval, authorization of, declaration, filing, or that are required under consumer financeregistration with, mortgage banking and other similar laws, (v) such filings and approvals as are any Governmental Entity or any third party is required to be made or obtained under by the securities Company or “Blue Sky” laws of various states the Subsidiary in connection with the issuance execution, delivery, and performance by the Company of this Agreement or any of the shares of FNB Common Stock pursuant other Transaction Documents to this Agreement and approval of listing which the Company is a party, except for such FNB Common Stock on the NYSEconsents, no consents or approvals of or filings approvals, authorizations, declarations, filings, or registrations with any Governmental Entity, SRO (x) which purport to be required to be made or obtained upon the occurrence of the Bankruptcy Case (other Person are necessary than in connection with respect of Material Licenses) or (y) the failure of which to so file or obtain would not (A) materially impair the execution and delivery by FNB of this Agreement and Company's ability to conduct its business after the Closing substantially as it was conducted immediately prior to the Closing or (B) materially adversely affect the consummation by FNB ability of the Merger Company to perform its obligations under this Agreement or any of the Transaction Documents to which it is a party. The items referred to in clauses (a) through (d) of this Section 3.8 are referred to as the "Governmental Requirements" and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposeditems referred to in clauses (e) through (f) are referred to as "Third Party Consents."

Consents and Approvals. Except for (i) the filing filings of applications or notices with, and noticesapprovals or waivers by, as applicable, with the Federal Reserve Board under Office of the BHC Act Massachusetts Commissioner of Banks and the Federal Reserve Act, as amended, Board of Bank Incorporation of the Commonwealth of Massachusetts relating to the Merger 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 noticesMerger, (ii) the obtaining by Acquiror of a letter from the Massachusetts Housing Partnership Fund (the “MHPF”) to the Massachusetts Commissioner of Banks stating that Acquiror has made “satisfactory arrangements” with the MHPF, (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the a Proxy Statement Statement/Prospectus and the filing and declaration of effectiveness of the Registration registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws, (iiiiv) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to Delaware, (v) the OGCL and the filing adoption of Articles of Merger with and the acceptance for record this Agreement by the Secretary of State Required Company Vote, (vi) the consents and approvals set forth in Section 4.4 of the State of Florida pursuant to Company Disclosure Letter and (vii) the FBCA, (iv) any consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to obtain or exemptions make would not be reasonably expected to have, individually or in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealersaggregate, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock a Material Adverse Effect on the NYSECompany or Acquiror, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (each, a “Governmental Entity”) or of or with any Governmental Entity, SRO other third party by and on behalf of the Company or other Person any of its Subsidiaries (or by or on behalf of Acquiror) are necessary in connection with (A) the execution and delivery by FNB the Company of this Agreement and (B) the consummation by FNB the Company of the Merger, the Bank Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and of Governors of the Federal Reserve Act, as amended, System (“FRB”) and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, FDIC and approval of such applications and notices, (iic) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the OCC and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company’s shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the filing and declaration of effectiveness approval of the Registration StatementCompany Shareholder Matters by the requisite vote of the shareholders of the Company, (iiig) the filing of Articles the Certificate of Merger with and the acceptance for record by Amended and Restated Certificate of Incorporation with the Secretary Department of State the Treasury of the State of Ohio New Jersey pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State BCA, (h) approval of the State listing of Florida pursuant the Parent Common Stock to be issued in the FBCAMerger on the NASDAQ Global Select Market, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vi) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained commissions, (j) such consents, authorizations or approvals as shall be required under the securities Environmental Laws and (k) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 3.4 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany 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, SRO ”) or with any third party (other Person than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on the Company) are necessary on behalf of the Company or the Company’s Bank in connection with (A1) the execution and delivery by FNB the Company of this Agreement and Agreement, (B2) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As contemplated hereby, (3) the execution and delivery by the -15- Company’s Bank of the date Bank Merger Agreement and (4) the consummation by the Company’s Bank of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedBank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicablereceipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve Board under Reserve, the BHC Act MDOB 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 noticesIDF, (ii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Proxy Statement meeting of CMYF’s stockholders to be held in connection with this Agreement and the filing transactions contemplated hereby and of the Registration Statement in which such proxy statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (iii) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio MDOB pursuant to the OGCL MBA and with the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida IDF pursuant to the FBCAIBA, (iv) any consents, authorizations, approvals, filings filing with The Nasdaq Stock Market LLC of a notification or exemptions application of the listing of the shares of Purchaser Common Stock to be issued in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsMerger, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Purchaser Common Stock pursuant to this Agreement and approval Agreement, (vi) the filing with the Financial Industry Regulatory Authority of listing such FNB Common Stock a notification on the NYSEMerger, and (vii) the approval by CMYF's stockholders required to approve the Merger under Idaho law, no consents or approvals of of, or filings or registrations with with, any Governmental Entity, SRO Entity or other Person any third party are necessary required to be made or obtained by CMYF in connection with (A) the execution and delivery by FNB CMYF of this Agreement and (B) or the consummation by FNB CMYF of the Merger and the other transactions contemplated by this Agreement contemplatesAgreement. As of the date of this Agreementhereof, FNB is not aware CMYF has no Knowledge of any reason pertaining to CMYF why any of the Requisite Regulatory Approvals will approvals referred to in this Section 3.2(f) should not be received on a timely basis obtained without the imposition of any material condition or why any Materially Burdensome Regulatory Condition would be imposedrestriction described in Section 6.2(e).

Consents and Approvals. Except for (a) Subject to the terms and conditions of this Agreement and applicable law, each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in this Agreement to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the filing of applications preparation and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of 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 with the SEC of the Proxy Statement and the filing and declaration of effectiveness Commission of the Registration Statement, the Proxy Statement and any necessary amendments or supplements to any of the 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 thereof; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the filing of Articles of Merger 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 the acceptance for record by the Secretary of State applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the State of Ohio 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 OGCL HSR Act and cooperating with each other party in complying with the filing requirements of Articles the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of Merger with and 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 acceptance for record consummation of the transactions contemplated hereby or by the Secretary of State 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 State foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of Florida pursuant any Injunction referred to in the FBCApreceding 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 consentslimitations 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, authorizationspossession and use of any asset now owned or hereafter acquired by any such Person, approvalsor (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, filings in each case to the extent that doing so would be adverse or exemptions burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why each party shall provide the Requisite Regulatory Approvals will not be received other parties with drafts thereof and afford the other parties a reasonable opportunity to comment on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedsuch drafts.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, an application with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve") under the BHC Act BHCA 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 noticesapplication, (ii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iiib) the filing of Articles an application with the New York State Banking Department (the "New York Banking Department") and the approval of such applications, (c) the filing of the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and Delaware, (d) the filing with the Securities and Exchange Commission (the "SEC") of Articles of Merger with (i) the Joint Proxy Statement/Prospectus (as defined in Section 6.1 hereof) and the acceptance for record by the Secretary of State (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the State Securities Exchange Act of Florida pursuant to 1934, as amended (the FBCA"Exchange Act"), (iv) any consents, authorizations, approvals, filings or exemptions as may be required 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 this Agreement and the rules and regulations thereunder and of any applicable industry SRO, transactions contemplated hereby and the rules obtaining from the SEC of NASDAQ or such orders as may be required in connection therewith, (e) the approval of this Agreement by the requisite vote of the stockholders of GreenPoint and North Fork, (f) approval of the listing of North Fork Common Stock to be issued in the Merger on the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vg) 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 FNB North Fork Common Stock pursuant to this Agreement Agreement, (h) such filings, authorizations or approvals as may be set forth in Section 3.6 of the GreenPoint Disclosure Schedule, (i) such applications, filings, authorizations, approvals and approval orders as may be required under the laws of listing any state in respect of GreenPoint's mortgage business, and (j) such FNB Common Stock on the NYSEapplications, filings, authorizations, approvals and orders as may be required to be made with, or obtained from, any Agency (as such term is defined in Section 3.24(e)), no consents or approvals of or filings or registrations with any court, agency or commission or other governmental or regulatory authority, including any Regulatory Agency (as defined in Section 3.7(a) hereof) (each a "Governmental Entity, SRO ") or other Person with any third party are necessary in connection with (A) the execution and delivery by FNB GreenPoint of this Agreement and (B) or the consummation by FNB GreenPoint of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for The Company shall have received (i) all approvals, clearances, consents and authorizations set forth on Schedule 7.02(g) required to be obtained from the filing DOT and FAA for the consummation of applications the Investment and noticesthe other transactions contemplated hereby, which approvals, clearances, consents and authorizations have not been stayed or vacated and (ii) all other Regulatory Approvals (other than waiting periods imposed by applicable Law as applicablereferred to later in this paragraph) set forth on Schedule 7.02(g), which shall have become final and unappealable, and (iii) all other material approvals, permits, authorizations, exemptions, consents, licenses and agreements from other third parties that are necessary to permit the transactions contemplated hereby and to permit the reorganized Company to carry on its business after such transactions in a manner not materially inconsistent with the Federal Reserve Board under manner in which it was carried on prior to the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection Effective Date (together with the acquisition of PVFC Bank by FNB, Regulatory Approvals (the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and noticesapprovals described in clauses (i), (ii) and (iii), the filing with “Approvals”), which Approvals shall not contain any condition or restriction that, in the SEC Investor’s reasonable judgment, materially impairs the reorganized Company’s ability to carry on its business or materially restricts any business activity of the Proxy Statement and Investor or the filing and declaration of effectiveness Companies. Notwithstanding the foregoing, the parties recognize that the DOT or FAA may issue temporary or interim approvals or exemptions (the “Initial Approvals”) that allow the consummation of the Registration StatementInvestment and that may require subsequent additional approvals. Such Initial Approvals shall be sufficient to fulfill the requirements of this Section 7.02(g) as to that corresponding Approval, (iii) but not with respect to any other Approvals. For the filing avoidance of Articles of Merger with and doubt, the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCAInvestor confirms that any approval, (iv) any consentsclearance, authorizations, approvals, filings consent or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained authorization under the securities HSR Act has been received or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedotherwise satisfied.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of 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 with approval by the SEC OTS of the Proxy Statement and the filing and declaration of effectiveness distribution or transfer of the Registration StatementExcluded Assets, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCAChevy Chase Trust Required Consents, (iv) any the ASB Capital Required Consents, (v) the consents and approvals set forth in Section 4.3 of the Bank Disclosure Schedule, (vi) the consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and or state securities laws Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, investment advisers or transfer agents companies and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsinvestment advisors, (vvii) such the consents, authorizations, approvals, 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 (viii) the shares consents, authorizations, approvals, filings and registrations of FNB Common Stock pursuant third parties which are not Governmental Authorities, the failure of which to this Agreement and approval of listing such FNB Common Stock obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the NYSEBank or the Purchaser, no consents or approvals of, or filings or registrations with, any Governmental Authority or of or with any other third party by and on behalf of the Bank (or by or on behalf of any acquiror of the Bank) are necessary in connection with the consummation by the Bank or the Sellers of the transactions contemplated hereby. No consents or approvals of, or filings or registrations with any Governmental Entity, SRO Authority or of or with any other Person third party by and on behalf of the Bank (or by or on behalf of any acquiror of the Bank) are necessary in connection with (A) the execution and delivery by FNB the Sellers of this Agreement and (B) the consummation by FNB of the Merger and the other transactions this Agreement contemplatesAgreement. As of the date hereof, none of this Agreement, FNB Sellers or the Bank is not aware of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedin order to permit consummation of the transactions contemplated hereby.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications applications, filings and notices, and, in connection with the acquisition of PVFC Bank by FNB, (iii) the filing of applications applications, filings and notices, as applicable, with the FDICOffice of the Comptroller of the Currency in connection with the Bank Merger, including under the OCC and any state regulatory authorityBank Merger Act, and approval of such applications applications, filings and notices, (iiiv) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Commercial Bancshares Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the SEC of the Proxy Statement and the filing S-4 in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration StatementS-4, (iiivi) the filing of Articles the Certificate of Merger with and the acceptance for record by the Ohio Secretary of State of the State of Ohio pursuant to the OGCL OGCL, and the filing of Articles of the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCACertificate, (ivvii) 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 filing of any applicable industry SROnotices or other filings under the HSR Act, if necessary or advisable, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vviii) 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 FNB Common Stock First Defiance Shares pursuant to this Agreement and the approval of the listing of such FNB Common Stock First Defiance Shares on the NYSENASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Entity are necessary in connection with (A) the execution and delivery by FNB First Defiance of this Agreement and or (B) the consummation by FNB First Defiance of the Merger and the other transactions this Agreement contemplatescontemplated hereby (including the Bank Merger). As of the date of this Agreementhereof, FNB First Defiance is not aware of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with NASDAQ and the NASDAQ Capital Market, (ii) the filing of any required applications, filings and notices, as applicable, with (1) the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended(2) the FDIC under the Bank Merger Act, (3) the Oregon Director and (4) the WDFI, and approval of such applications and noticesthe foregoing applications, 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 filings and notices, (iiiii) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration StatementS-4, (iiiiv) the filing of the Articles of Merger (which shall include the Articles Amendment) with and the acceptance for record by the Washington Secretary of State of the State of Ohio pursuant to the OGCL WBCA and the Oregon Secretary pursuant to the OBCA and the filing of Articles of the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsCertificates, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Umpqua Common Stock pursuant to this Agreement and approval of listing (vi) such FNB Common Stock on filings as are required to be made under the NYSEExchange Act, no material consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Entity are necessary in connection with (A) the execution and delivery by FNB Umpqua of this Agreement and or (B) the consummation by FNB Umpqua of the Merger, the Bank Merger and the other transactions this Agreement contemplatescontemplated hereby. As of the date of this Agreement, FNB is not aware Umpqua has no knowledge of any reason why any of the Requisite Regulatory Approvals will should not be received granted on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with NASDAQ and the NASDAQ Capital Market, (ii) the filing of any required applications, filings and notices, as applicable, with (1) the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended(2) the FDIC under the Bank Merger Act, (3) the Oregon Director and (4) the WDFI, and approval of such applications and noticesthe foregoing applications, 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 filings and notices, (iiiii) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration StatementS-4, (iiiiv) the filing of the Articles of Merger (which shall include the Articles Amendment) with and the acceptance for record by the Washington Secretary of State of the State of Ohio pursuant to the OGCL WBCA and the Oregon Secretary pursuant to the OBCA and the filing of Articles of the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsCertificates, (v) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection with the issuance of the shares of FNB Umpqua Common Stock pursuant to this Agreement and approval of listing (vi) such FNB Common Stock on filings as are required to be made under the NYSEExchange Act, no material consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Entity are necessary in connection with (A) the execution and delivery by FNB Umpqua of this Agreement and or (B) the consummation by FNB Umpqua of the Merger, the Bank Merger and the other transactions this Agreement contemplatescontemplated hereby. As of the date of this Agreement, FNB is not aware Umpqua has no knowledge of any reason why any of the Requisite Regulatory Approvals will should not be received granted on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and of Governors of the Federal Reserve Act, as amended, System (“FRB”) and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, FDIC and approval of such applications and notices, (iic) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the OCC and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the filing and declaration of effectiveness approval of the Registration StatementCompany Shareholder Matters by the requisite vote of the shareholders of the Company, (iiig) the filing of Articles the Certificate of Merger with and the acceptance for record by Amended and Restated Certificate of Incorporation with the Secretary Department of State the Treasury of the State of Ohio New Jersey pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State BCA, (h) approval of the State listing of Florida pursuant the Parent Common Stock to be issued in the FBCAMerger on the NASDAQ Global Select Market, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vi) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained commissions, (j) such consents, authorizations or approvals as shall be required under the securities Environmental Laws and (k) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 3.4 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany 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, SRO ”) or with any third party (other Person than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on the Company) are necessary on behalf of the Company or the Company’s Bank in connection with (A1) the execution and delivery by FNB the Company of this Agreement and Agreement, (B2) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As contemplated hereby, (3) the execution and delivery by the Company’s Bank of the date Bank Merger Agreement and (4) the consummation by the Company’s Bank of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedBank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicablereceipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve Board under Reserve, the BHC Act MDOB 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 noticesWDFI, (ii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Proxy Statement meeting of the Company’s stockholders to be held in connection with this Agreement and the filing transactions contemplated hereby and of the Registration Statement in which such proxy statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (iii) the filing of the Articles of Merger with and the acceptance for record by the Montana Secretary of State of the State of Ohio pursuant to the OGCL MBCA and the Washington Secretary pursuant to the WBCA, the filing of a certificate for the Bank Merger with the MDOB and the filing of Articles of a notice for the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCAWDFI, (iv) any consents, authorizations, approvals, filings filing with The Nasdaq Stock Market LLC of a notification or exemptions application of the listing of the shares of Purchaser Common Stock to be issued 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 SROMerger, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Purchaser Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSEAgreement, no consents or approvals of of, or filings or registrations with with, any Governmental Entity, SRO Entity or other Person any third party are necessary required to be made or obtained in connection with (A) the execution and delivery by FNB Purchaser of this Agreement and (B) or the consummation by FNB Purchaser of the Merger and the other transactions contemplated by this Agreement contemplatesAgreement, including the Bank Merger. As of the date of this Agreementhereof, FNB is not aware Purchaser has no Knowledge of any reason pertaining to Purchaser why any of the Requisite Regulatory Approvals will approvals referred to in this Section 3.3(f) should not be received on a timely basis obtained without the imposition of any material condition or why any Materially Burdensome Regulatory Condition would be imposedrestriction described in Section 6.2(e).

Consents and Approvals. Except for (i) the filing Surface Transportation Board's exemption or approval of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act Merger and the Federal Reserve Act, as amended, Support Agreement and the Canadian Transportation Administration's approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, Merger (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"REGULATORY APPROVALS"), (ii) the filing with the SEC Securities and Exchange Commission (the "SEC") of the Schedule 14A containing the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement(as defined herein), (iii) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Delaware pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCADGCL, (iv) the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (v) the Company Stockholder Approval, (vi) the filing with the SEC of such reports under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, (vii) the third party consents set forth on Section 3.4 of the Company Disclosure Schedule (the "THIRD PARTY CONSENTS") and (viii) such other consents, authorizations, approvals, filings and registrations the failure to obtain which could not, individually or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating aggregate, reasonably be expected to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states result in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock a Material Adverse Effect on the NYSECompany, no consents or approvals of or filings or registrations with any Governmental Entitycourt, SRO administrative agency or commission or other Person governmental or regulatory authority or instrumentality (each a "GOVERNMENTAL ENTITY"), or of or with any Regulatory Agency (as defined in Section 3.5) or other third party, are necessary in connection with (A) the execution and delivery by FNB Company of this Agreement and (B) the consummation by FNB Company of the Merger transactions contemplated by this Agreement. To the best knowledge of Company, there is no reason to believe that the Regulatory Approvals and Third Party Consents required to consummate the other transactions contemplated by this Agreement contemplates. As of (the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will "REQUISITE APPROVALS") cannot be received obtained on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except for No consents or approvals of, or filings or registrations with, any Governmental Authority are necessary in connection with (i) the execution and delivery by the NTI Parties of this Agreement or (ii) the consummation by the NTI Parties of the Merger Transactions, except for (A) the filing of any required applications and notices, as applicable, or notices with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, any state agencies of competent jurisdiction 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 or notices, (iiB) the filing with the SEC of (1) a proxy statement relating to the Proxy matters to be submitted to the NTI Unitholders at the NTI Meeting, (2) a registration statement on Form S-4 with respect to the issuance by WNR of New Common Stock in connection with the Merger (such registration statement and any amendments or supplements thereto, the “Registration Statement,” and the proxy statement/prospectus included in such Registration Statement and any amendments or supplements thereto, the filing “Proxy Statement/Prospectus”) and declaration (3) a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the approval of effectiveness of this Agreement by the Registration StatementNTI Unitholders and the Merger Transactions (as amended or supplemented, the “Schedule 13E-3”) (iiiC) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCADelaware, (ivD) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vE) 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 FNB New Common Stock pursuant to this Agreement Agreement, and approval of listing (F) such FNB Common Stock on the NYSEother consents, no consents or approvals of or authorizations, approvals, filings or registrations the absence or unavailability of which could not reasonably be expected to have a Material Adverse Effect with any Governmental Entity, SRO or other Person are necessary in connection with (A) respect to the execution and delivery by FNB of this Agreement and (B) the consummation by FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedNTI Parties.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) and Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, Department and approval of such applications and notices, (iic) the filing with the SEC Superior Court of New Jersey of the Fiduciary Petition and the issuance by the Superior Court of New Jersey of the Substitution Order, (d) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the Company's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement Statement") and the filing and declaration of effectiveness of the Registration Statementregistration statement on Form S-4 (the "S-4") in which the Proxy Statement will be included as a prospectus, (iiie) the approval of this Agreement by the requisite vote of the shareholders of the Company, (f) the filing of Articles of Merger with and the acceptance for record by the Secretary of State Departmental Notice, (g) approval of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State listing of the State of Florida pursuant Buyer Common Stock to be issued in the FBCAMerger on the Nasdaq/GSM, (ivh) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (i) such consents, authorizations, approvals, filings approvals or exemptions under the Environmental Laws (as defined in connection with compliance Section 3.17) and notices and filings with the applicable provisions of federal and state securities laws relating to Internal Revenue Service (the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ “IRS”) or the NYSE, or that Pension Benefit Guaranty Corporation (the “PBGC”) with respect to employee benefit plans as are required under consumer finance, mortgage banking described in Section 3.4 of the Company Disclosure Schedule and other similar laws, (vj) such filings and other filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany 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, SRO ") or other Person with any third party (including any party to a Governing Agreement) are necessary in connection with (A1) the execution and delivery by FNB the Company of this Agreement and or (B2) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As contemplated hereby (including the succession by the Surviving Trust Company to all of the date rights and obligations of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedCompany with respect to the Non-objecting Trust Accounts).

Consents and Approvals. Except for (i) the filing approval of applications and noticesthis Agreement, as applicable, with the Federal Reserve Board under the BHC Act Ancillary Agreements and the Federal Reserve Acttransactions contemplated hereby and thereby (including, as amendedwithout limitation, the Financing), and approval the new intercompany tax agreements among the Company and the Subsidiaries which shall be effective as of such applications the Closing, by each of the governmental 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 noticesauthorities listed on Schedule 4.11, (ii) the filing with approval of this Agreement, the SEC Ancillary Agreements and the transactions contemplated hereby and thereby (including, without limitation, the Financing), and the new intercompany tax agreements among the Company and the Subsidiaries which shall be effective as of the Proxy Statement Closing, by any other governmental or regulatory authorities, the failure of which to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company and the filing and declaration of effectiveness of the Registration StatementSubsidiaries, taken as a whole, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State filings in respect of the State of Ohio pursuant transactions contemplated hereby required to the OGCL and the filing of Articles of Merger with and the acceptance be made for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) 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 Securities Exchange Act of broker-dealers1934, investment advisers or transfer agents as amended (the "Exchange Act"), and the rules and regulations thereunder promulgated thereunder, (iv) the filing of premerger notification reports under the HSR Act and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such consents, approvals, authorizations, declarations, filings and approvals as are registrations required (x) by the nature of the business or ownership of Buyer or (y) solely by reason of the Financing (excluding any consents, approvals, authorizations, declarations, filings or registrations otherwise required in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby), no consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained under by Parent, Seller, Talegen, Ridge Re, the securities Company, any Subsidiary or “Blue Sky” laws of various states Buyer on or prior to the Closing Date in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents execution or approvals of or filings or registrations with any Governmental 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 FNB or any of the Merger and Ancillary Agreements, the other transactions this Agreement contemplates. As of the date performance of this Agreement, FNB is not aware the Guarantees, the Tax Agreement, or the Ridge Re Treaty or the consummation of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedtransactions contemplated hereby and thereby.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and of Governors of the Federal Reserve Act, as amended, System (“FRB”) and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications and notices, as applicable, with the FDIC, Department of Banking and the OCC and any state regulatory authority, FDIC and approval of such applications and notices, (iic) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement Statement”) and the filing and declaration of effectiveness of the Registration Statementregistration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (iiid) the approval of this Agreement by the requisite vote of the shareholders of the Company, (e) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Department pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State BCA, (f) approval of the State listing of Florida pursuant the Parent Common Stock to be issued in the FBCAMerger on the Nasdaq/NMS, (ivg) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (h) such consents, authorizations, approvals, filings approvals or exemptions under the Environmental Laws (as defined in connection with compliance with the applicable provisions of federal Section 3.17) and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vi) such filings and other filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany 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, SRO ”) or other Person with any third party are necessary in connection with (A1) the execution and delivery by FNB the Company and the Company Bank of this Agreement and Agreement, (B2) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplates. As contemplated hereby and (3) the consummation by the Company Bank of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedBank Merger.

Consents and Approvals. Except for No consents or approvals of, waivers by, notices to, or filings or registrations with any Governmental Entity or Nasdaq are required to be obtained, given, or made in connection with the execution, delivery, or performance of this Agreement by Company or the execution, delivery, or performance of the Bank Merger Agreement by Company Bank, or the consummation by Target of the transactions contemplated by this Agreement or the consummation by Company Bank of the transactions contemplated by the Bank Merger Agreement, except (i) the Regulatory Approvals; (ii) the filing of applications and notices, as applicable, the Georgia Articles of Merger with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval Georgia Secretary of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNBState, the filing of applications and notices, as applicable, the Tennessee Articles of Merger with the FDIC, the OCC and any state regulatory authorityTennessee Secretary of State, and approval the filing of such applications and notices, the Bank Merger Certificates; (iiiii) the filing with the SEC of the Proxy Statement Statement/Prospectus and the filing Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles of Merger with and the acceptance for record Statement by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, SEC; (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with approval of the applicable provisions listing on Nasdaq of federal and state securities laws relating the shares of Company Common Stock to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, be issued pursuant to this Agreement; (v) such applications, filings, and notices, as applicable, with, and approval of the same, as applicable, by, Government Entities that have authority over the mortgage operations of Target or its Subsidiaries (including Fxxxxx Mxx, Gxxxxx Mxx, and Fxxxxxx Mac); (vi) filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the shares of FNB Company Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB of this Agreement Agreement; and (Bvii) such other consents, approvals, waivers, notices, filings, and registrations as are required to be obtained, given, or made under or pursuant to applicable federal or state securities Laws or the consummation by FNB rules of the Merger and the other transactions this Agreement contemplatesNasdaq. As of the date of this Agreement, FNB is Company does not aware have Knowledge of any reason why any of the Requisite Regulatory Approvals consents, approvals, or waivers referred to in this Section 5.2(f) will not be obtained or received on in order that the Merger and the Bank Merger may be consummated in a timely basis or why any Materially Burdensome Regulatory Condition would be imposedmanner.

Consents and Approvals. Except for (a) Upon the terms and subject to the conditions set forth in this Agreement, each party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including (i) obtaining all necessary or advisable Consents from, making all necessary registrations, declarations and filings with and taking all reasonable steps as may be necessary to obtain a Consent from or avoid a Proceeding by any Governmental Entity or other third party with respect to this Agreement or the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of 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 noticesTransactions, (ii) furnishing all information required to be furnished in connection with obtaining any Consents from or making any filings with any Governmental Entity or other third party, and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or any of their respective subsidiaries in connection with this Agreement or the filing with the SEC consummation of the Proxy Statement and the filing and declaration of effectiveness of the Registration StatementTransactions, (iii) executing and delivering any additional instruments necessary to consummate the filing of Articles of Merger with Transactions and to fully carry out the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB purposes of this Agreement and (Biv) defending or contesting in good faith any Proceeding brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation by FNB of the Merger Transactions, in the case of each of clauses (i) through (iv), other than with respect to Consents, registrations, declarations, filings, instruments and Proceedings relating to or under applicable Antitrust Laws, Health Care Laws and Insurance Laws, which are subject to Sections 6.03(c) and 6.03(d). Notwithstanding anything to the other transactions this Agreement contemplates. As of the date of contrary set forth in this Agreement, FNB with respect to any Consent, none of Parent, Merger Sub or any of their respective subsidiaries shall be required to, and the Company and the Company Subsidiaries shall not, without the prior written consent of Parent, pay or agree to pay any amount as consideration therefor to, or grant or agree to grant any financial, contractual or other concession in favor of, the Person from whom such Consent is not aware of sought, other than (i) filing and processing fees and (ii) any reason why such payment or concession that is solely applicable to the Requisite Regulatory Approvals will not be received on Company and the Company Subsidiaries (a timely basis or why any Materially Burdensome Regulatory Condition would be imposed“Company Concession”) and, when taken together with all Company Concessions and Company Restrictions, is de minimis to the Company and the Company Subsidiaries, taken as a whole.

Consents and Approvals. Except for All authorizations, consents, waivers, approvals, orders, registrations, qualifications, designations, declarations, filings or other action required with or from any federal, state or local Governmental Entity or third party (iincluding, without limitation, all parties to each of the Assumed Contracts) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNBexecution, the filing of applications delivery and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and notices, (ii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB performance of this Agreement and (B) the consummation by FNB of the Merger transactions contemplated hereby shall have been duly obtained and shall be reasonably satisfactory to Purchaser and its counsel, and copies thereof shall have been delivered to the other transactions Purchaser no later than three (3) days prior to the Closing. No such consent or approval (a)Eshall be conditioned on the modification, cancellation or termination of any Assumed Contract, or (b)Eshall impose on Purchaser any material condition or provision or requirement with respect to the Business or its operation, as currently conducted by Seller, that is more restrictive than or different from the conditions imposed upon such operation prior to Closing, unless Purchaser gives its prior written approval. With respect to any Assumed Contract, the assignment of which by its terms requires prior consent of the parties thereto, if such consent is not obtained prior to the Closing Date, Seller may satisfy this condition by delivering to Purchaser written documentation setting forth arrangements for the transfer of the economic benefits of such Assumed Contract(s) to Purchaser as of the Closing Date under terms and conditions reasonably acceptable to Purchaser. Notwithstanding anything to the contrary contained in this Section 3.8, if Seller is unable to deliver to Purchaser prior to the Closing Date a consent to the assignment of any of the Assumed Contracts that Purchaser deems to be material to the Business and has listed on Schedule 3.8 hereto (the "Material Assumed Contracts"), then this Section 3.8 shall not be deemed to be satisfied and Purchaser shall have the right to terminate this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedin accordance with Section 10.1 hereof.

Consents and Approvals. Except for (i) the filing of applications applications, filings, waiver requests and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amendedNasdaq, and approval of such applications applications, filings, waiver requests and notices, and, in connection with the acquisition of PVFC Bank by FNB, (ii) the filing of applications applications, filings and notices, as applicable, with the FDIC, Board of Governors of the OCC and any state regulatory authority, Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (ii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions (the “TDFI”), the North Carolina Commissioner of Banks (the “Commissioner”), and the FDIC, if applicable, and approval of such applications, filings and notices, (iv) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of TriSummit’s shareholders to be held in connection with this Agreement (including any amendments or supplements thereto, the “Proxy Statement”), and of the registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by HomeTrust in connection with the transactions contemplated by this Agreement (the “Form S-4”) and declaration of effectiveness of the Form S-4, (v) the filing of the Articles of Merger with the Department and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) 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 SROCertificates, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vvii) 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 FNB HomeTrust Common Stock pursuant to this Agreement and the approval of the listing of such FNB HomeTrust Common Stock on the NYSENasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Entity, SRO or other Person ”) are necessary in connection with (A) the execution and delivery by FNB TriSummit of this Agreement and or (B) the consummation by FNB TriSummit of the Merger and or the other transactions this Agreement contemplatesconsummation by TriSummit Bank of the Bank Merger. As of the date of this Agreementhereof, FNB TriSummit is not aware of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except for (ia) the filing of applications and noticesthe pre-merger notification report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of 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 noticesamended (xxx "XXX XXX"), (iib) the filing with the SEC Securities and Exchange Commission (the "SEC") of (i) the Proxy Statement Statement/Prospectus and (ii) such reports under the Exchange Act as may be required in connection with this Agreement and the filing and declaration of effectiveness of the Registration Statementtransactions contemplated by this Agreement, (iiic) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Delaware pursuant to the OGCL and DGCL, (d) the filing of Articles the Certificate of Merger Amendment with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCADelaware, (ive) the filings with any consentscourt, authorizationsadministrative agency or commission or other governmental, approvalsregulatory or self-regulatory authority or instrumentality (each a "GOVERNMENTAL ENTITY") as required under applicable law in each case as set forth in Section 4.5 of the Company Disclosure Schedule, (f) the Company Stockholder Approval and the Charter Amendment Approval, (g) such 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 as may be required under the rules and regulations thereunder and of any applicable industry SRONasdaq, and the rules of NASDAQ or the NYSE(h) such filings, consents, or that are required under consumer financeapprovals as may be necessary with respect to any Company Permit or any other permit or license held by the Company or its Subsidiaries in respect of the Company's real estate brokerage, real estate exchange, loan brokerage, mortgage banking brokerage, call center, or other financing or brokerage business and other similar laws, (vi) such filings and approvals as are required other filings, the failure of which to be made make would not, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock aggregate, have a Material Adverse Effect on the NYSECompany, no consents or approvals of or filings or registrations with any Governmental Entity, SRO Entity or other Person third party are necessary in connection with (A) the execution and delivery by FNB the Company of this Agreement and (B) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplatescontemplated hereby. As of the date hereof, to the Company's knowledge, there is no reason, relating to the Company and its Subsidiaries, the operation of their businesses or the terms of this Agreement, FNB is not aware why the receipt of any reason why the Requisite Regulatory Approvals such consents or approvals will not be received on obtained in a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcustomary time frame once complete and appropriate filings have been made by the Company and Parent.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board FCC under the BHC Act and the Federal Reserve Communications 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 with the SEC of the Joint Proxy Statement and the filing Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration StatementForm S-4, (iii) the filing of Articles the Certificate of Merger with and the acceptance for record by the Delaware Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCADGCL, (iv) any consents, authorizations, approvals, notices or filings or exemptions in connection with compliance with under the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsHSR Act, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock Sprint capital stock pursuant to this Agreement Agreement, (vi) the Nextel Stockholder Approval and approval Sprint Stockholder Approval, (vii) such filings and approvals as are required to be made or obtained with or from any state public service or public utility commissions or similar state regulatory bodies in connection with the consummation of listing the Merger and the other transactions contemplated by this Agreement, (viii) such FNB Common Stock on filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the NYSEconsummation of the Merger and the other transactions contemplated by this Agreement, and (ix) the consents or approvals listed in Section 4.4 of the Nextel Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person Entity are necessary in connection with (A) the execution and delivery by FNB Nextel of this Agreement and (B) the consummation by FNB of the Merger and the other transactions this Agreement contemplates. As of the date of contemplated by this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Federal Reserve Board under Bank Regulators as required by applicable law in connection with the BHC Act Merger and the Federal Reserve Act, as amended, Bank Merger and approval of such applications and noticesapplications, 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 filings and notices, (ii) the filing with the SEC of a proxy statement and prospectus in definitive form relating to the meeting of Prudential’s shareholders to be held in connection with this Agreement, the offering of Xxxxxx Common Stock in the Merger and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement/Prospectus”), and of the Registration Statement on Form S-4 in which the Proxy Statement and Statement/Prospectus will be included, to be filed with the filing SEC by Xxxxxx in connection with the transactions contemplated by this Agreement (the “Registration Statement”) and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles of Merger with the Filing Office and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Xxxxxx Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSEAgreement, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity, SRO or other Person ”) are necessary in connection with (A) the execution and delivery by FNB Prudential of this Agreement and or (B) the consummation by FNB Prudential of the Merger and the other transactions this Agreement contemplatescontemplated hereby (including the Bank Merger). As of the date of this Agreementhereof, FNB Prudential is not aware of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. (a) Except for (i) the filing of applications and notices, as applicable, an application by Parent with the Federal Reserve Board Banking Department requesting approval to organize Trust Company under the BHC Act and the Federal Reserve Act, as amendedNYBL, 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 noticesapplication, (ii) the filing of an application by Parent with the SEC Banking Department requesting approval under Section 142 of the Proxy Statement NYBL to become a bank holding company upon the organization of Trust Company, and the filing and declaration approval of effectiveness of the Registration Statementsuch application, (iii) the filing with the Supreme Court of Articles of Merger with the Section 154 Petition and the acceptance for record issuance by the Secretary of State Supreme Court of the State Section 154 Order, or the waiver of Ohio pursuant to any of the OGCL and the filing of Articles of Merger with and the acceptance for record foregoing requirements by the Secretary of State of the State of Florida pursuant to the FBCAappropriate Governmental Entity, (iv) any no consents, authorizationspermits, approvals, filings authorizations or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals orders of or filings or registrations with any Governmental EntityEntity or with any third party (including, SRO without limitation, any party to any Governing Agreement) are required to be obtained or other Person are necessary made by or on behalf of Parent or Seller in connection with (A1) the execution and delivery by FNB Parent and Seller of this Agreement and (B2) the consummation by FNB Parent or Seller of the Merger and the other transactions this Agreement contemplatescontemplated hereby (including without limitation the succession by Trust Company to all of the rights and obligations of Partners Trust as fiduciary with respect to the Non-objecting Trust Accounts). (b) As of the date of this Agreementhereof, FNB neither Parent nor Seller is not aware of any reason relating to Parent or Seller why all consents and approvals (including the Requisite Regulatory Approvals approval of the Banking Department with respect to the organization of the Trust Company and the entry by the Supreme Court of the Section 154 Order) will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would procured from all Governmental Entities having jurisdiction over the transactions contemplated by this Agreement as shall be imposed.necessary for consummation of the Merger and the other transactions contemplated by this Agreement (including without limitation the succession by Trust Company to all of the rights and obligations of Partners Trust as fiduciary with respect to the Non-objecting Trust Accounts). 3.7

Consents and Approvals. Except for Subject to the terms and conditions of this Agreement, each of the Company, the Stockholders’ Representative, and Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Law to consummate the Contemplated Transactions, including, without limitation, (ia) the preparing and filing as promptly as practicable with any Governmental Authority all documentation necessary to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and noticesother documents, as applicable(b) obtaining and maintaining all approvals, consents, registrations, permits, authorizations, waivers and other confirmations, in each case, required to be made with or obtained from any Governmental Authority that are necessary, proper or advisable to consummate the Federal Reserve Board Contemplated Transactions (collectively, the “Regulatory Approvals”); provided that neither Buyer nor its Affiliates shall have any obligation to make payments to any third party in connection with obtaining any Regulatory Approvals, (c) obtaining the consents, waivers, approvals, orders and authorizations (the “Third Party Approvals”) under Contracts that are material to the BHC Act operation of the business of the Group Companies and the Federal Reserve Actthat require any such consent, as amendedwaiver, and approval of such applications and noticesapproval, and, order or authorization 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 authorityContemplated Transactions, and approval of such applications and notices, (iid) fulfilling all conditions to this Agreement (provided that the filing with foregoing shall in no event be interpreted to require any party to waive any condition precedent to its obligations to close the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant Contemplated Transactions). Each party shall use its commercially reasonable efforts to furnish to the OGCL and the other parties all information required for any application or other filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states pursuant to any applicable Law in connection with the issuance of Contemplated Transactions (including, without limitation, Buyer furnishing to the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on Company all information in the NYSE, no consents or approvals possession of or filings or registrations with any Governmental Entity, SRO or other Person are necessary reasonably obtainable by Buyer that is required in connection with (A) submissions made to the execution and delivery by FNB California Department of this Agreement and (B) Insurance in order to satisfy the consummation by FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcondition set forth in Section 7.2(e)).

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Federal Reserve Board under Bank Regulators as required by applicable law in connection with the BHC Act Merger and the Federal Reserve Act, as amended, Bank Merger and approval of such applications and noticesapplications, 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 filings and notices, (ii) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (iii) the filing with the SEC of a proxy statement and prospectus in definitive form relating to the meeting of Monument’s shareholders to be held in connection with this Agreement, the offering of C&N’s common stock in the Merger and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement/Prospectus”), and of the Registration Statement on Form S-4 in which the Proxy Statement and Statement/Prospectus will be included, to be filed with the filing SEC by C&N in connection with the transactions contemplated by this Agreement (the “Registration Statement”) and declaration of effectiveness of the Registration Statement, (iiiiv) the filing of Articles of Merger with the Filing Offices and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB C&N Common Stock pursuant to this Agreement and the approval of the listing of such FNB C&N Common Stock on the NYSEMarket, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity, SRO or other Person ”) are necessary in connection with (A) the execution and delivery by FNB Monument of this Agreement and or (B) the consummation by FNB Monument of the Merger and the other transactions this Agreement contemplatescontemplated hereby (including the Bank Merger). As of the date of this Agreementhereof, FNB Monument is not aware of any reason why the Requisite Regulatory Approvals necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedbasis.

Consents and Approvals. Except No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of the other Debtors or any of their properties (each, an “Applicable Consent”) is required for (i) the filing execution and delivery by the Company or any other Debtor of applications this Agreement, the Plan and noticesthe other Transaction Agreements, the compliance by the Company and the other Debtors, as applicable, with all of the Federal Reserve Board under the BHC Act provisions hereof and thereof and the Federal Reserve Actconsummation of the transactions contemplated herein and therein, except for (a) the entry of the BCA Approval Order authorizing the Company to execute and deliver this Agreement and perform the BCA Approval Obligations, (b) the entry of the Disclosure Statement Order, (c) the entry of the Confirmation Order, (d) the entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as amendedmay be necessary in the Chapter 11 Cases from time to time, (e) Antitrust and approval of such applications and noticesForeign Investment Approvals, andif any, in connection with the acquisition of PVFC Bank transactions contemplated 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 noticesthis Agreement, (iif) the filing with the SEC relevant local Governmental Entity (which may include the Registrar of Companies (England and Wales)) of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL Association or similar organizational document, and the filing of Articles of Merger any other corporate documents with applicable state and the acceptance for record by the Secretary of State local filing agencies applicable to any of the State of Florida pursuant to Issuers or the FBCAother Debtors, (ivg) any such consents, approvals, authorizations, approvals, filings registrations or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are qualifications as may be required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the state securities or “Blue Sky” laws of various states in connection with the subscription of the Backstop Securities, the Holdback Securities by the Backstop Parties and the issuance of the shares of FNB Common Stock Backstop Premium, the Rights and the Rights Offering Securities pursuant to this Agreement and approval the exercise of listing such FNB Common Stock on the NYSERights, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB of this Agreement and (Bh) the consummation by FNB of the Merger and the any other transactions this Agreement contemplates. As of the date of this Agreement, FNB Applicable Consent that is not aware of any reason why material to the Requisite Regulatory Approvals will not be received on Debtors’ business, taken as a timely basis or why any Materially Burdensome Regulatory Condition would be imposedwhole.

Consents and Approvals. Except for The Company shall have received (i) all approvals, clearances, consents and authorizations set forth on Schedule ‎7.02(g) required to be obtained from the filing DOT and FAA for the consummation of applications the Investment and noticesthe other transactions contemplated hereby, which approvals, clearances, consents and authorizations have not been stayed or vacated and (ii) all other Regulatory Approvals (other than waiting periods imposed by applicable Law as applicablereferred to later in this paragraph) set forth on Schedule ‎7.02(g), which shall have become final and unappealable, and (iii) all other material approvals, permits, authorizations, exemptions, consents, licenses and agreements from other third parties that are necessary to permit the transactions contemplated hereby and to permit the reorganized Company to carry on its business after such transactions in a manner not materially inconsistent with the Federal Reserve Board under manner in which it was carried on prior to the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection Effective Date (together with the acquisition of PVFC Bank by FNB, Regulatory Approvals (the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and noticesapprovals described in clauses (i), (ii) and (iii), the filing with “Approvals”), which Approvals shall not contain any condition or restriction that, in the SEC Investor’s reasonable judgment, materially impairs the reorganized Company’s ability to carry on its business or materially restricts any business activity of the Proxy Statement and Investor or the filing and declaration of effectiveness Companies. Notwithstanding the foregoing, the parties recognize that the DOT or FAA may issue temporary or interim approvals or exemptions (the “Initial Approvals”) that allow the consummation of the Registration StatementInvestment and that may require subsequent additional approvals. Such Initial Approvals shall be sufficient to fulfill the requirements of this Section ‎7.02(g) as to that corresponding Approval, (iii) but not with respect to any other Approvals. For the filing avoidance of Articles of Merger with and doubt, the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCAInvestor confirms that any approval, (iv) any consentsclearance, authorizations, approvals, filings consent or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained authorization under the securities HSR Act has been received or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedotherwise satisfied.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under SEC of a proxy statement in definitive form relating to the BHC Act meeting of the Company’s stockholders to be held in connection with this Agreement and the Federal Reserve Acttransactions contemplated hereby (including any amendments or supplements thereto, as amendedthe “Proxy Statement”), and approval of such applications and noticesthe registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, and, to be filed with the SEC by Parent in connection with the acquisition transactions contemplated by this Agreement (the “Form S-4”) and declaration of PVFC Bank by FNB, effectiveness of the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and noticesForm S-4, (ii) the filing of the Certificate of Merger with the SEC of Delaware Secretary pursuant to the Proxy Statement and the filing and declaration of effectiveness of the Registration StatementDGCL, (iii) the filing of Articles any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger with and 1976, as amended (the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA“HSR Act”), (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Parent Common Stock pursuant to this Agreement and the approval of the listing of such FNB Parent Common Stock on the New York Stock Exchange (“NYSE”) and (v) such authorizations, consents, approvals, filings or registrations that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby, no consents or approvals of or filings or registrations with any foreign or domestic court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity, SRO or other Person ”) are necessary in connection with (A) the execution and delivery by FNB the Company of this Agreement and or (B) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplatescontemplated hereby. As of the date of used in this Agreement, FNB is not aware “SRO” means (x) any “self-regulatory organization” as defined in Section 3(a)(26) of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.Securities Exchange Act of 1934, as amended (the “Exchange Act”) and

Consents and Approvals. Except No consent, approval, order, notification or authorization of, action, nonaction by or in respect of, waiver, clearance, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, securities exchange, commission or authority (each, a “Governmental Authority”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement, except for those required under or in relation to: (a) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “XXX Xxx”), xxxxxxxxx xxx XXX Xxxxxxxx, (x) the filings pursuant to the Exchange Act in connection with: (i) the filing of applications Company Stockholder Approval (to the extent required by applicable Law and noticesincluding, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNBbut not limited to, the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and noticesproxy or information statement requirements), (ii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration StatementOffer Documents, (iii) the Schedule 14D-9 and (iv) such other Exchange Act reports as may be required in connection with this Agreement and the transactions contemplated hereby; (c) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL Delaware and the filing of Articles appropriate documents with the relevant authorities of Merger with and other states in which the acceptance for record by Company is qualified to do business; (d) the Secretary of State filing of the State insurance regulatory approvals listed on Section 3.04(d) of Florida pursuant the Company Disclosure Schedule; (e) approval of the airport authorities listed on Section 3.04(e) of the Company Disclosure Schedule with respect to the FBCAcorresponding airport concessions, (ivlicenses and leases listed on Section 3.04(e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant Company Disclosure Schedule and (f) those which if not obtained or made would not reasonably be expected to this Agreement and approval of listing such FNB Common Stock have, either individually or in the aggregate, a Material Adverse Effect on the NYSE, no consents or approvals of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedCompany.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board Office of Thrift Supervision ("OTS") under the BHC Home Owners Loan Act, as amended (" HOLA"), and the rules and regulations of the OTS, with the FDIC under the Bank Merger Act and the Federal Reserve Act, as amended, Deposit Insurance Act and approval the rules and regulations of such applications and noticesthe FDIC, and, in connection with to the acquisition of PVFC Bank by FNBextent applicable, the filing of applications and notices, as applicable, notices with the FDIC, FRB and the OCC and any state regulatory authorityOCC, and approval of such applications and notices, (iib) the filing of such applications, filings, authorizations, orders and approvals as may be required under applicable state law (the "State Banking Approvals"), (c) the filing with the SEC of a proxy statement in definitive form relating to the meeting of the Company's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement Statement") and the filing and declaration of effectiveness of the Registration Statementregistration statement on Form S-4 (the "Form S-4") in which the Proxy Statement will be included as part of the prospectus contained therein, (iiid) the approval of this Agreement by the requisite vote of the stockholders of the Company, (e) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Secretaries pursuant to the OGCL DGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State NJBCA, (f) approval of the State listing of Florida pursuant the ICBC Common Stock to be issued in the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with Merger on 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 SRONasdaq/NMS, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vg) such filings and other 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 FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSECompany 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, SRO ") or other Person of or with any third party are necessary in connection with (A1) the execution and delivery by FNB the Company of this Agreement and the Bank Merger Agreement by the Company Bank and (B2) the consummation by FNB the Company of the Merger and the Company Bank of the Bank Merger Agreement and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board Assuming all filings required 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 Antitrust Laws are made and any state regulatory authority, waiting periods thereunder have been terminated or expired and approval receipt of such applications and notices, (ii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, all approvals, filings authorizations or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSEconsents thereunder, no consents or approvals consent of or filings or registrations filing with any Governmental Entity, SRO which has not been received or other Person are made, is necessary or required with respect to MIC or Seller in connection with (A) the execution and delivery by FNB of this Agreement and (B) by MIC or Seller, the performance by MIC or Seller of its obligations under this Agreement or the consummation by FNB MIC or Seller of the Merger and the other transactions this Agreement contemplates. As of the date of contemplated by this Agreement, FNB is except for (a) the consents, approvals, authorizations, declarations, registrations, filings, Orders or notices set forth in Section 3.3 of the Company Disclosure Letter and (b) any other consents, approvals, authorizations, declarations, registrations, filings, Orders or notices which, if not aware made or obtained, would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair MIC’s or Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby. Section 3.4 Broker’s or Finder’s Fees. Except for the fees of Lazard Frères & Co. LLC and Evercore Group, LLC (collectively, the “Financial Advisors”) (whose fees and expenses shall be paid by MIC in accordance with its agreements with the Financial Advisors), no agent, broker, Person or firm acting on behalf of MIC or Seller is, or shall be, entitled to any reason why broker’s fees, finder’s fees or commissions from such party or any of the Requisite Regulatory Approvals will not be received on a timely basis other parties hereto in connection with this Agreement or why any Materially Burdensome Regulatory Condition would be imposed.of the transactions contemplated hereby. Section 3.5

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, FDIC and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, (b) the filing of applications and notices, as applicable, with the FDIC, New Jersey Department and the OCC and any state regulatory authority, New York Department and approval of such applications and notices, (iic) the filing of applications and waiver requests, as applicable, with the FRB, (d) the filing with the Securities and Exchange Commission (“SEC”) and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement for the meeting of shareholders of Greater Xxxxxx to vote upon the Merger will be included as a proxy statement and prospectus (the filing and declaration of effectiveness “Proxy Statement”), (e) the approval of the Registration StatementGreater Xxxxxx Shareholder Matters by the requisite vote of the shareholders of Greater Xxxxxx, (iiif) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State New Jersey Department, (g) approval of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State listing of the State of Florida pursuant ConnectOne Common Stock to be issued in the FBCAMerger on the NASDAQ Global Select Market, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vh) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained commissions, (i) such consents, authorizations or approvals as shall be required under the securities Environmental Laws and (j) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 3.4 of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSEGreater Xxxxxx 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, SRO ”) or with any third party (other Person than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on Greater Xxxxxx and its Subsidiaries taken as a whole) are necessary on behalf of Greater Xxxxxx in connection with (A1) the execution and delivery by FNB Greater Xxxxxx of this Agreement and (B2) the consummation by FNB Greater Xxxxxx of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for (ia) The parties hereto shall cooperate with each other and use reasonable best efforts (and, with respect to Gaming Laws, shall use reasonable best efforts to cause their respective directors, officers and (if required) stockholders to do so) to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the filing transactions contemplated by this Agreement (including without limitation the Merger) ("GOVERNMENTAL APPROVALS"), and to comply (and, with respect to Gaming Laws, to cause their respective directors, officers and (if required) stockholders to so comply) with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Each of the parties hereto and their respective officers, directors and affiliates shall use their reasonable best efforts to file within 30 days after the date hereof, and in all events shall file within 60 days after the date hereof, all required initial applications and noticesdocuments in connection with obtaining the Governmental Approvals (including without limitation under applicable Gaming Laws) and 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 extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Parent or the Company, as applicable, with the Federal Reserve Board under the BHC Act and the Federal Reserve Act, as amendedcase may be, and approval any of such applications their respective subsidiaries, directors, officers and noticesstockholders which appear in any filing made with, andor written materials submitted to, any third party or any Governmental Entity in connection with the acquisition transactions contemplated by this Agreement. Without limiting the foregoing, each of PVFC Bank by FNB, Parent and the filing Company (the "NOTIFYING PARTY") will notify the other promptly of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authorityreceipt of comments or requests from Governmental Entities relating to Governmental Approvals, and approval will supply the other party with copies of such applications all correspondence between the Notifying Party or any of its representatives and noticesGovernmental Entities with respect to Governmental Approvals; PROVIDED, (ii) HOWEVER, that it shall not be required to supply the filing other party with the SEC copies of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws correspondence relating to the regulation personal applications of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and individual applicants except for evidence of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedfiling.

Consents and Approvals. Except as specifically set forth in Schedule 2.1(f), the Company is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents, except for (i) the filing of applications and notices, as applicable, the Certificate of Designation with respect to the Shares with the Federal Reserve Board under Secretary of State of Delaware, which filing shall be effected prior to 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 noticesClosing Date, (ii) the filing of the registration statement(s) contemplated by the Registration Rights Agreement (the "Underlying Shares Registration Statement(s)") with the SEC of Securities and Exchange Commission (the Proxy Statement and "Commission"), which shall be filed in the filing and declaration of effectiveness of time periods set forth in the Registration StatementRights Agreement, (iii) the filing application(s) or any letter(s) acceptable to the Nasdaq National Market for the listing of Articles of Merger with the Underlying Shares and the acceptance for record by Warrant Shares with the Secretary of State of Nasdaq National Market, which shall be filed in accordance with Section 3.9 hereof (and with any other national securities exchange or market on which the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCACommon Stock is then listed), (iv) any filings, notices or registrations under applicable state securities laws, and (v) other than, in all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the Company to effect the Closing and to deliver to the Purchasers the Shares (and, upon conversion of the Shares thereunder, the Underlying Shares) or the Warrants (and, upon exercise of the Warrants, the Warrant Shares) in the manner contemplated hereby and by the Registration Rights Agreement free and clear of all liens and encumbrances of any nature whatsoever (together with the consents, waivers, authorizations, approvalsorders, notices and filings or exemptions referred to in connection with compliance with Schedule 2.1(f), the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed"Required Approvals").

Consents and Approvals. Except No consent, approval, order or authorization ---------------------- of, registration, declaration, or filing with, or permit from, any Governmental Authority is required by or with respect to Canaan in connection with the execution and delivery of this Agreement by Canaan or the consummation by Canaan of the transactions contemplated hereby except for the following: (i1) any such consent, approval, order, authorization, registration, declaration, filing or permit which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect on Canaan; (2) the filing of applications and notices, as applicable, the Certificate of Merger with the Federal Reserve Board Secretary of State of Oklahoma pursuant to the provisions of the OGCA; (3) the filing, if necessary, of a pre-merger notification report under the BHC HSR Act and the Federal Reserve Act, as amended, and approval expiration or termination 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, applicable waiting period; (ii) 40 the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness such other reports under Section 13(a) of the Registration Statement, (iii) the filing of Articles of Merger with Exchange Act and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with such other compliance with the applicable provisions of federal Exchange Act and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents Securities Act and the rules and regulations of the SEC thereunder and of any applicable industry SRO, as may be required in connection with this Agreement and the rules transactions contemplated hereby and the obtaining from the SEC of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking such orders as may be so required; and other similar laws, (v5) such filings and approvals as are may be required by any applicable state securities, "blue sky" or takeover laws or Environmental Laws. 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 Canaan in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB of this Agreement or the 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 Canaan; (y) the valid approval of this Agreement and the Merger by the stockholders of Canaan; and (Bz) any consent, approval or waiver required by the consummation by FNB terms of the Merger and the other transactions this Agreement contemplates. As of the date of this Bank Credit Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis which consent, approval or why any Materially Burdensome Regulatory Condition would be imposedwaiver Canaan agrees to use reasonable efforts to obtain if requested by Parent or Sub.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, an application with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve”) under the BHC Act BHCA 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 noticesapplication, (ii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iiib) the filing of Articles an application with the New York State Banking Department (the “New York Banking Department”) and the approval of such applications, (c) the filing of the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and Delaware, (d) the filing with the Securities and Exchange Commission (the “SEC”) of Articles of Merger with (i) the Joint Proxy Statement/Prospectus (as defined in Section 6.1 hereof) and the acceptance for record by the Secretary of State (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the State Securities Exchange Act of Florida pursuant to 1934, as amended (the FBCA“Exchange Act”), (iv) any consents, authorizations, approvals, filings or exemptions as may be required 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 this Agreement and the rules and regulations thereunder and of any applicable industry SRO, transactions contemplated hereby and the rules obtaining from the SEC of NASDAQ or such orders as may be required in connection therewith, (e) the approval of this Agreement by the requisite vote of the stockholders of GreenPoint and North Fork, (f) approval of the listing of North Fork Common Stock to be issued in the Merger on the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vg) 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 FNB North Fork Common Stock pursuant to this Agreement Agreement, (h) such filings, authorizations or approvals as may be set forth in Section 3.6 of the GreenPoint Disclosure Schedule, (i) such applications, filings, authorizations, approvals and approval orders as may be required under the laws of listing any state in respect of GreenPoint’s mortgage business, and (j) such FNB Common Stock on the NYSEapplications, filings, authorizations, approvals and orders as may be required to be made with, or obtained from, any Agency (as such term is defined in Section 3.24(e)), no consents or approvals of or filings or registrations with any court, agency or commission or other governmental or regulatory authority, including any Regulatory Agency (as defined in Section 3.7(a) hereof) (each a “Governmental Entity, SRO ”) or other Person with any third party are necessary in connection with (A) the execution and delivery by FNB GreenPoint of this Agreement and (B) or the consummation by FNB GreenPoint of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcontemplated hereby.

Consents and Approvals. Except for (ia) the filing of applications and noticesthe pre-merger notification report under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as applicable, with amended (the Federal Reserve Board under the BHC Act and the Federal Reserve “HSR 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”), (iib) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (i) the Proxy Statement Statement/Prospectus and (ii) such reports under the Exchange Act as may be required in connection with this Agreement and the filing and declaration of effectiveness of the Registration Statementtransactions contemplated by this Agreement, (iiic) the filing of Articles the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Delaware pursuant to the OGCL and DGCL, (d) the filing of Articles the Certificate of Merger Amendment with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCADelaware, (ive) the filings with any consentscourt, authorizationsadministrative agency or commission or other governmental, approvalsregulatory or self-regulatory authority or instrumentality (each a “Governmental Entity”) as required under applicable law in each case as set forth in Section 4.5 of the Company Disclosure Schedule, (f) the Company Stockholder Approval and the Charter Amendment Approval, (g) such 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 as may be required under the rules and regulations thereunder and of any applicable industry SRONasdaq, and the rules of NASDAQ or the NYSE(h) such filings, consents, or that are required under consumer financeapprovals as may be necessary with respect to any Company Permit or any other permit or license held by the Company or its Subsidiaries in respect of the Company’s real estate brokerage, real estate exchange, loan brokerage, mortgage banking brokerage, call center, or other financing or brokerage business and other similar laws, (vi) such filings and approvals as are required other filings, the failure of which to be made make would not, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock aggregate, have a Material Adverse Effect on the NYSECompany, no consents or approvals of or filings or registrations with any Governmental Entity, SRO Entity or other Person third party are necessary in connection with (A) the execution and delivery by FNB the Company of this Agreement and (B) the consummation by FNB the Company of the Merger and the other transactions this Agreement contemplatescontemplated hereby. As of the date hereof, to the Company’s knowledge, there is no reason, relating to the Company and its Subsidiaries, the operation of their businesses or the terms of this Agreement, FNB is not aware why the receipt of any reason why the Requisite Regulatory Approvals such consents or approvals will not be received on obtained in a timely basis or why any Materially Burdensome Regulatory Condition would be imposedcustomary time frame once complete and appropriate filings have been made by the Company and Parent.

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicablereceipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve Board under Reserve, the BHC Act MDOB 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 noticesIDF, (ii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Proxy Statement meeting of CMYF’s stockholders to be held in connection with this Agreement and the filing transactions contemplated hereby and of the Registration Statement in which such proxy statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (iii) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio MDOB pursuant to the OGCL MBA and with the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida IDF pursuant to the FBCAIBA, (iv) any consents, authorizations, approvals, filings filing with The Nasdaq Stock Market LLC of a notification or exemptions application of the listing of the shares of Purchaser Common Stock to be issued in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar lawsMerger, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Purchaser Common Stock pursuant to this Agreement and approval (vi) the filing with the Financial Industry Regulatory Authority a notification of listing such FNB Common Stock on the NYSEMerger, no consents or approvals of of, or filings or registrations with with, any Governmental Entity, SRO Entity or other Person any third party are necessary required to be made or obtained in connection with (A) the execution and delivery by FNB Purchaser and Purchaser Bank of this Agreement and (B) or the consummation by FNB Purchaser or Purchaser Bank of the Merger and the other transactions contemplated by this Agreement contemplatesAgreement. As of the date of this Agreementhereof, FNB is not aware Purchaser and Purchaser Bank have no Knowledge of any reason pertaining to Purchaser or Purchaser Bank why any of the Requisite Regulatory Approvals will approvals referred to in this Section 3.3(f) should not be received on a timely basis obtained without the imposition of any material condition or why any Materially Burdensome Regulatory Condition would be imposedrestriction described in Section 6.2(e).

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicablereceipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve Board under Reserve, the BHC Act FDIC 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 noticesNJ Department, (ii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Proxy Statement meeting of the Company’s stockholders to be held in connection with this Agreement and the filing transactions contemplated hereby and of the Registration Statement in which such proxy statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (iii) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Maryland Department pursuant to the OGCL MGCL and the filing of Articles of a certificate for the Bank Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCANJ Department, (iv) any consents, authorizations, approvals, filings or exemptions filing with The Nasdaq Stock Market LLC of a notification of the listing of the shares of Purchaser Common Stock to be issued 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 SROMerger, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Purchaser Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSEAgreement, no consents or approvals of of, or filings or registrations with with, any Governmental Entity, SRO Entity or other Person any third party are necessary required to be made or obtained in connection with (A) the execution and delivery by FNB Purchaser of this Agreement and (B) or the consummation by FNB Purchaser of the Merger and the other transactions contemplated by this Agreement contemplatesAgreement, including the Bank Merger. As of the date of this Agreementhereof, FNB is not aware Purchaser has no Knowledge of any reason pertaining to Purchaser why any of the Requisite Regulatory Approvals will approvals referred to in this Section 3.3(f) should not be received on a timely basis obtained without the imposition of any material condition or why any Materially Burdensome Regulatory Condition would be imposedrestriction described in Section 6.2(e).