Common use of No Violations Clause in Contracts

No Violations. The execution, delivery and performance of this Agreement by NFB do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The execution, delivery and performance of this Agreement by NFB JSB do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB JSB or any of its Subsidiaries, or to which NFB JSB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB JSB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB JSB or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB JSB or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB JSB Common Stock, Stock and the approval of JSB as the sole stockholder of JSB Bank and (y) the provision of notice to or the approval of, if required, the Office of Thrift Supervision ("OTS") under HOLA, the approval, if required, of the Federal Deposit Insurance Corporation under Section 18(c) of the FDIA, the approval of the Board of Governors of the Federal Reserve System ("FRB") under the Bank Holding Company Act of 1956, as amended, and the approval of the New York State Banking Department ("NYSBD") under the Banking Law of the State of New York (collectively, the "Requisite Regulatory Approvals Approvals"), and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB JSB know of no reason pertaining to NFB JSB why any of the approvals referred to in this Section 2.4(e2.3(e) should not be obtained.

No Violations. The execution, delivery and performance of this Agreement by NFB Queens do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB Queens or any of its Significant Subsidiaries, or to which NFB Queens or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB Queens or the similar organizational documents of any of its Significant Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB Queens or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB Queens or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xw) the approval of the holders of a majority of the outstanding shares of NFB Queens Common StockStock referred to in Section 2.4(d), (x) the Requisite Regulatory Approvals, (y) the Requisite Regulatory Approvals declaration of effectiveness by the SEC of the Registration Statement and the SEC's approval of Queens' and Haven's proxy materials and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The execution, delivery and performance of this ------------- Agreement by NFB do RCFC does not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB RCFC or any of its Subsidiaries, or to which NFB RCFC or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB RCFC or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB RCFC or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB RCFC or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB RCFC Common Stock, (y) the approval of the Banking Board of the State of New York ("Banking Board") under Section 143-b of the Banking Law of the Sate of New York ("Banking Law"), the approval of the Superintendent of Banks of the State of New York (the "Superintendent") under Section 601 of the Banking Law and any other requirement of the Banking Board or the Superintendent, the approval of the OTS, under HOLA, the approval of the NJBD and the approval of the appropriate regulatory authority under Section 18(c) of the FDIC (collectively, the "Requisite Regulatory Approvals Approvals") and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB RCFC know of no reason pertaining to NFB RCFC why any of the approvals referred to in this Section 2.4(e) should not be obtainedobtained without the imposition of any material condition or restriction described in the proviso to Section 5.1(b).

No Violations. The Subject to approval of this Agreement by AFC's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.04(f), the execution, delivery and performance of this Agreement by NFB do AFC and the execution, delivery and performance of the AFC Option Agreement by AFC will not, and the consummation of the transactions contemplated hereby or thereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB AFC or any Significant Subsidiary of its Subsidiaries, AFC or to which NFB AFC or any Significant Subsidiary of its Subsidiaries AFC (or any of their respective properties) is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (ii) a breach or violation of, or a default under, the certificate or articles of incorporation or bylaws of NFB AFC or the similar organizational documents any Significant Subsidiary of any of its Subsidiaries AFC or (iii) a breach or violation of, or a default under (or an event which, which with due notice or lapse of time or both, both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB AFC or any Subsidiary of its Subsidiaries, AFC under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB AFC or any Subsidiary of its Subsidiaries AFC is a party, or to which any of their its respective properties or assets may be subjectbound or affected; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of and by the effect of any changes effected pursuant to Section 1.7) AFC Option Agreement, will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xi) the required approvals, consents and waivers of governmental authorities referred to in Section 5.01(b), (ii) the approval of the holders stockholders of a majority of the outstanding shares of NFB Common Stock, (yAFC referred to in Section 2.04(d) the Requisite Regulatory Approvals and (ziii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the AFC Option Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The execution, delivery and performance of this ------------- Agreement and Option Agreement by NFB Bayonne do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB Bayonne or any of its Subsidiaries, or to which NFB Bayonne or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB Bayonne or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB Bayonne or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB Bayonne or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation by Bayonne and First Savings of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Bayonne Common StockStock entitled to vote, (y) the Requisite Regulatory Approvals approval of the Office of Thrift Supervision ("OTS") under HOLA, and (z) such approvals, consents or waivers as are required the approval of the New Jersey Department of Banking (the "NJBD") and the approval of the appropriate regulatory authority under Section 18(c) of the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this AgreementFDIA. As of the date hereof, the executive officers of NFB Bayonne know of no reason pertaining to NFB Bayonne why any of the approvals referred to in this Section 2.4(e2.3(e) should not be obtainedobtained without the imposition of any material condition or restriction described in the proviso to Section 5.1(b).

No Violations. The Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by NFB do LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB LISB or any Significant Subsidiary of LISB or to which LISB or any of its Subsidiaries, or to which NFB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of NFB LISB or the similar organizational documents any Significant Subsidiary of any of its Subsidiaries LISB or (iii) a breach or violation of, or a default under (or an event which, which with due notice or lapse of time or both, both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB LISB or any Subsidiary of its Subsidiaries, LISB under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB LISB or any Subsidiary of its Subsidiaries LISB is a party, or to which any of their respective properties or assets may be subjectbound or affected; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of by LISB or, upon its execution and delivery, by the effect of any changes effected pursuant to Section 1.7) LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xi) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the holders stockholders of a majority of the outstanding shares of NFB Common Stock, (yLISB referred to in Section 2.03(d) the Requisite Regulatory Approvals and (ziii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The execution, delivery and performance of this Agreement by NFB RedFed do not, and the consummation of the transactions contemplated hereby by RedFed will not, constitute (iA) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB RedFed or to which RedFed or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) properties is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (iiB) a breach or violation of, or a default under, the certificate of incorporation or bylaws by-laws of NFB or the similar organizational documents of any of its Subsidiaries RedFed or (iiiC) a breach or violation of, or a default under (or an event which, which with due the giving of notice or lapse of time or both, both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, RedFed under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB or any of its Subsidiaries RedFed is a party, or to by which any of their respective its properties or assets may be subjectbound or affected; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require RedFed to obtain any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the required approvals, consents and waivers of governmental authorities or other persons referred to in Section 6.1(b), the approval of the holders stockholders of a majority of the outstanding shares of NFB Common StockRedFed referred to in Section 3.3(e), (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.6

No Violations. The Subject to approval of this Agreement by Seller's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement and Seller Option Agreement by NFB do Seller will not, and the consummation of the transactions contemplated hereby or thereby by Seller will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB Seller or any Subsidiary of its Subsidiaries, Seller or to which NFB Seller or any of its Subsidiaries (or any of their respective properties) is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (ii) a breach or violation of, or a default under, the certificate or articles of incorporation or bylaws of NFB Seller or the similar organizational documents any Subsidiary of any of its Subsidiaries Seller or (iii) a breach or violation of, or a default under (or an event which, which with due notice or lapse of time or both, both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB Seller or any Subsidiary of its Subsidiaries, Seller under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB Seller or any Subsidiary of its Subsidiaries Seller is a party, or to which any of their respective properties or assets may be subjectbound or affected; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xi) the required approvals, consents and waivers referred to in Section 5.01(b) and (ii) the approval of the holders stockholders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals Seller referred to in this Section 2.4(e) should not be obtained2.03(d).

No Violations. The execution, execution and delivery and performance by MITI of this Agreement by NFB do not------------- Agreement, and the consummation of the transactions contemplated hereby and compliance by MITI with any of the provisions hereof will not, constitute not (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, conflict with or result in a breach of any of the provisions of the Articles or violation of, the Certificates of Incorporation or a default underBy-laws or other governing instruments of MITI, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB its United States subsidiaries or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subjectthe Joint Venture Entities, (ii) except as set forth on Schedule 6.5 and except for any of the following which does not and will not have an MITI Material Adverse Effect, require any consent, approval or notice under or result in a violation or breach or violation of, or a default under, the certificate of incorporation constitute (with or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with without due notice or lapse of time or both, would constitute ) a default under)(or give rise to any right of termination, cancellation or result in the termination of, accelerate acceleration or augment the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, under, required) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, loan license, agreement or other agreement, instrument or obligation to which NFB MITI, any of its United States subsidiaries or any of its Subsidiaries the Joint Venture Entities is a party, party or to by which any of them or any of their respective properties or assets may be subject; and bound, (iii) result in the consummation creation or imposition of any lien, charge or other encumbrance of any kind upon any of the transactions (including the Bank Merger) contemplated hereby (exclusive assets of MITI, any of its United States subsidiaries or any of the effect Joint Venture Entities other than any such lien, charge or other encumbrance which does not and will not have a MITI Material Adverse Effect, or (iv) subject to the obtaining of the governmental and other consents referred to in Section 6.7, contravene any material law, rule or regulation of any changes effected pursuant to Section 1.7) will not require state or of the United States or any approvalpolitical subdivision thereof or therein or of any foreign country or political subdivision thereof or therein, consent or waiver under any such lawmaterial order, rule, regulationwrit, judgment, injunction, decree, orderdetermination or award currently in effect to which MITI, governmental permit any of its United States subsidiaries or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedJoint Venture Entities or any of their assets or properties are subject.

No Violations. The Neither the execution, delivery and delivery, or performance of this Agreement or the CVR Agreement by NFB do notSmartFinancial or Merger Sub, and as applicable, nor the execution, delivery, or performance of the Bank Merger Agreement by SmartBank, nor the consummation of the transactions contemplated hereby by this Agreement, the CVR Agreement, or the Bank Merger Agreement, will not, constitute (i) assuming receipt the approval of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument the Stock Issuance Proposal by the shareholders of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default underSmartFinancial, the certificate approval of this Agreement by SmartFinancial as the sole shareholder of Merger Sub in accordance with the articles of incorporation and bylaws of Merger Sub and applicable Law, and the approval of the Bank Merger Agreement by SmartFinancial as the sole shareholder of SmartBank in accordance with the charter and bylaws of SmartBank and applicable Law, violate the charter or articles of incorporation or bylaws of NFB SmartFinancial, Merger Sub, or SmartBank or (ii) assuming that the consents, approvals, waivers, notices, filings, and registrations referred to in Section 5.2(f) have been obtained and made and all applicable waiting periods have expired, (A) violate any Law, permit, or license to which SmartFinancial or SmartBank or any of their Subsidiaries (or the similar organizational documents properties or assets of SmartFinancial or SmartBank or any of its their Subsidiaries) are subject or by which SmartFinancial or SmartBank or any of their Subsidiaries (or the properties or assets of SmartFinancial or SmartBank or any of their Subsidiaries) are bound or (iiiB) constitute a breach or violation of, of or a default under (or an event which, with due notice or lapse of time or both, would could constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of NFB SmartFinancial or SmartBank or any of its Subsidiaries, their Subsidiaries under, any of the terms, conditions conditions, or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation Contract to which NFB SmartFinancial or SmartBank, or any of its Subsidiaries their Subsidiaries, is a party, party or to or by which any of their respective the properties or assets of SmartFinancial or SmartBank, or any of their Subsidiaries, may be subject; subject or bound, except, in the case of clause (B) above, for breaches, violations, defaults, terminations, accelerations, or Liens that have not had and would not reasonably be expected to have, either individually or in the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approvalaggregate, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedMaterial Adverse Effect on SmartFinancial.

No Violations. The execution(i) To the best of Gulf Indonesia's knowledge, after reasonable inquiry, neither the execution and delivery and performance of this Agreement by NFB do not, and Gulf Indonesia nor the consummation completion of the transactions Offer, a Compulsory Acquisition or a Subsequent Acquisition Transaction contemplated hereby will notnor compliance by Gulf Indonesia with any of the provisions hereof will: (1) violate, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvalsconflict with, or result in a breach or violation of any provision of, require any consent, approval or notice under, or constitute a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), default) or result in the a right of termination ofor acceleration under, accelerate the performance required byor permit any person to exercise rights against Gulf Indonesia or any of its Subsidiaries, or have an adverse effect on Gulf Indonesia or any of its Subsidiaries, or result in the creation of any lien, pledgecharge, security interestencumbrance, charge claim or other encumbrance right of others (collectively, "encumbrance") upon any of the properties or assets of NFB Gulf Indonesia or any of its SubsidiariesSubsidiaries or cause any indebtedness to come due before its stated maturity or cause any credit to cease to be available, under, under any of the terms, conditions or provisions of (A) their respective charters or by-laws or other comparable organizational documents or (B) any material note, bond, mortgage, indenture, loan agreement, deed of trust, loan agreement agreement, lien, contract or other agreement, instrument or obligation to which NFB Gulf Indonesia or any of its Subsidiaries is a party, party or to which any of them, or any of their respective properties or assets, may be subject or by which Gulf Indonesia or any of its Subsidiaries is bound; (2) subject to compliance with the statutes and regulations referred to in Schedule B, "Appropriate Regulatory Approvals", violate any Law applicable to Gulf Indonesia or any of its Subsidiaries or any of their respective properties or assets may (except, in the case of each of clauses (1) and (2) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of encumbrances which, or any consents, approvals or notices which if not given or received, could not reasonably be subject; expected to have any material adverse effect on Gulf Indonesia and its Subsidiaries taken as a whole or prevent or materially delay the consummation making and completion of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approvalOffer by Bidco, consent a Compulsory Acquisition or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit a Subsequent Acquisition Transaction or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred other transactions contemplated hereby); (3) cause the suspension or revocation of any authorization, consent, approval or licence currently in effect which could reasonably be expected to have a material adverse effect on Gulf Indonesia and its Subsidiaries taken as a whole or prevent or materially delay the making and completion of the Offer by Bidco, a Compulsory Acquisition or a Subsequent Acquisition Transaction or any of the other transactions contemplated hereby; or (4) result in this Section 2.4(eany payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) should not be obtainedbecoming due to any director or employee of Gulf Indonesia or any Subsidiary.

No Violations. The Neither the execution, delivery and delivery, or performance of this Agreement by NFB do notBancShares, and FCB, or Merger Sub, as applicable, nor the execution, delivery, or performance of the Bank Merger Agreement by FCB, nor the consummation of the transactions contemplated hereby by this Agreement or the Bank Merger Agreement, will not, constitute (i) assuming receipt the approval of all Requisite Regulatory Approvals this Agreement and requisite stockholder approvalsthe Bank Merger Agreement by BancShares as the sole shareholder of FCB in accordance with the charter and bylaws of FCB and applicable Law, a breach and the approval of this Agreement by FCB as the sole shareholder of Merger Sub in accordance with the articles of incorporation and bylaws of Merger Sub and applicable Law, violate the charter or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate articles of incorporation or bylaws of NFB BancShares, FCB, or Merger Sub or (ii) assuming that the consents, approvals, waivers, notices, filings, and registrations referred to in Section 5.2(e) have been obtained and made and all applicable waiting periods have expired, (A) violate any Law, permit, or license to which BancShares or FCB or any of their Subsidiaries (or the similar organizational documents properties or assets of BancShares or FCB or any of its their Subsidiaries) are subject or by which BancShares or FCB or any of their Subsidiaries (or the properties or assets of BancShares or FCB or any of their Subsidiaries) are bound or (iiiB) constitute a breach or violation of, of or a default under (or an event which, with due notice or lapse of time or both, would could constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of NFB BancShares or FCB or any of its Subsidiaries, their Subsidiaries under, any of the terms, conditions conditions, or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation Contract to which NFB BancShares or FCB, or any of its Subsidiaries their Subsidiaries, is a party, party or to or by which any of their respective the properties or assets of BancShares or FCB, or any of their Subsidiaries, may be subject; subject or bound, except, in the case of clause (B) above, for breaches, violations, defaults, terminations, accelerations, or Liens that have not had and would not reasonably be expected to have, either individually or in the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approvalaggregate, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedMaterial Adverse Effect on BancShares.

No Violations. The execution, delivery and performance of this ------------- Agreement by NFB SCCB do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB SCCB or any of its Subsidiaries, or to which NFB SCCB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB SCCB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB SCCB or any of its Subsidiaries, under, under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB SCCB or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; , and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB SCCB Common Stock, (y) the approval of the Office of Thrift Supervision ("OTS") under HOLA and the approval of the appropriate regulatory authority under Section 18(c) of the FDIA (collectively, the "Requisite Regulatory Approvals Approvals"), and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB SCCB know of no reason pertaining to NFB SCCB why any of the approvals referred to in this Section 2.4(e2.3(e) should not be obtainedobtained without the imposition of any material condition or restriction described in the proviso to Section 5.1(b).

No Violations. The execution, delivery and performance of this ------------- Agreement by NFB UFB do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB UFB or any of its Subsidiaries, or to which NFB UFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB UFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB UFB or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB UFB or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; subject and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB UFB Common Stock, (y) the Requisite Regulatory Approvals Approvals, and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB UFB know of no reason pertaining to NFB UFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedobtained without the imposition of any material condition or restriction described in the proviso to Section 5.1(b).

No Violations. The executionExcept as otherwise described in Section 2.6 of the Company Disclosure Letter, the execution and delivery and performance by the Company of this Agreement by NFB do notand each other ancillary agreement related hereto to which it is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, and compliance by the Company with any of the provisions hereof and thereof, will not, constitute (i) assuming receipt conflict with or violate any provision of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subjectCompany Group Organization Documents, (ii) require any Consent under or result in a violation or breach or violation of, or a default under, the certificate of incorporation constitute (with or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with without due notice or lapse of time or both, would constitute ) a default (or give rise to any right of termination, cancellation, amendment or acceleration) under, any Kuncheng Material Contract (as defined below), or (iii) result in the termination termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required byby any Target under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result (immediately or with the passage of time or otherwise) in the creation or imposition of any lien, pledge, security interest, charge or other encumbrance Encumbrances (as hereafter defined) upon any of the properties properties, rights or assets of NFB the Company or any of its the Company Subsidiaries, underor (viii) subject to obtaining the Consents from Governmental Authorities referred to in Section 2.5 hereof, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of waiting periods referred to therein having expired, and any changes effected pursuant condition precedent to Section 1.7) will not require any such consent, approval, consent authorization or waiver under having been satisfied, conflict with or violate any such foreign, federal, state or local Order, statute, law, rule, regulation, ordinance, principle of common law, constitution, treaty enacted, or any writ, arbitration award, injunction, directive, judgment, or decree, orderpromulgated, governmental permit issued, enforced or license or the approvalentered by any Governmental Authority (each, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals “Law” and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereofcollectively, the executive officers of NFB know of no reason pertaining “Laws”) to NFB why which the Company or any of the approvals referred to in this Section 2.4(e) should not be obtainedCompany Subsidiaries or any of their respective assets or properties is subject.

No Violations. The executionExcept as set forth in Schedule 3.3 of the Pacific -------------- ------------- Disclosure Letter, neither the execution and delivery and performance by Stockholder or Pacific USA of this Agreement by NFB do not, and nor the consummation of the transactions contemplated hereby will not, constitute herein in accordance with the terms hereof will: (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, conflict with or result in a breach of any provisions of the articles of incorporation or violation by-laws (or other similar constituent documents with respect to any firm other than a corporation) of Stockholder, Pacific USA or any Affiliate thereof, as applicable; (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default default) under), or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the triggering of any payments or obligations under, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of NFB or any of its Subsidiaries, under, any of the terms, conditions or provisions of Stockholder Shares under any note, bond, mortgage, indenture, deed of trust, loan license, lease, contract, commitment, agreement or other agreement, instrument or obligation arrangement to which NFB Stockholder, Pacific USA, the Company or any of its Subsidiaries Company Subsidiary is a party, party or to by which any of their respective properties or assets may are bound or (iii) violate any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to Stockholder, Pacific USA, the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Material Adverse Effect on Stockholder, Pacific USA or the Company. Except as set forth in Schedule 3.3 of ------------ the Pacific Disclosure Letter, no consent, approval or authorization of, or declaration, filing or registration with, any court or governmental, administrative or regulatory authority or agency, domestic or foreign (each, a "Governmental Entity") is required to be subject; made by or with respect to Stockholder, ------------------- Pacific USA, the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions (including contemplated hereby, or conduct by the Bank Merger) contemplated hereby (exclusive Company of its business following the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or Closing as conducted on the approval, consent or waiver of any other party to any such agreement, indenture or instrument, date hereof other than (x) the approval those that may be required solely by reason of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws Buyer's participation in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedhereby.

No Violations. The executionSubject to receipt of any consents, approvals or waivers set forth in Section 3.1(f) of the Vasogen Disclosure Letter, none of the execution and delivery and performance of this Agreement by NFB do notVasogen, and the consummation of the transactions contemplated hereby will notArrangement by Vasogen, constitute compliance by Vasogen with any of its obligations under this Agreement, the execution and delivery of the Merger Agreement by Vasogen and Vasogen US, the consummation of the Merger by Vasogen and Vasogen US or compliance by Vasogen and Vasogen US with any of their obligations under the Merger Agreement will: (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvalsviolate, conflict with, or result in a breach or violation of any provision of, or constitute a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, which with due or without notice or lapse of time or both, would constitute a default default) under), or result in the a right of termination of, accelerate the performance required byor acceleration under, or result in the creation of any lienLien upon, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB any Vasogen Company or cause any Indebtedness of any Vasogen Company to come due before its Subsidiaries, stated maturity or cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on any Vasogen Company under, any of the terms, conditions or provisions of of, (A) the Vasogen Organizational Documents, or (B) any note, bond, mortgage, indenture, loan agreement, deed of trust, loan agreement Lien, Lease or other agreement, instrument or obligation Contract to which NFB or any of its Subsidiaries Vasogen Company is a party, party or to which any of their respective its properties or assets may be subjectsubject or by which any Vasogen Company is bound; and or (ii) subject to obtaining the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and the Required Vote and except for complying with applicable corporate, competition and securities Laws, (zA) such approvals, consents violate any Law applicable to any Vasogen Company or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of its properties or assets; or (B) cause the approvals referred suspension or revocation of any Permit currently in effect (except, in the case of clauses (i)(B) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations, creations of Liens, payments or other obligations which, or any Permits which, if suspended or revoked, would not, individually or in the aggregate, reasonably be expected to in this Section 2.4(e) should not be obtainedhave a Material Adverse Effect).

No Violations. The executionNone of the sale or issuance of the Shares or Warrant (or the issuance and delivery of the Warrant Shares), the execution and delivery and performance by the Company of this Agreement and the Registration Rights Agreement, or the fulfillment by NFB do not, the Company of the terms set forth in this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby by this Agreement and the Registration Rights Agreement (including, without limitation, the granting by the Company to the Purchaser of the preemptive rights in Section 9.3 hereof), will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvalsexcept as disclosed in writing to the Purchaser on October 21, 2009, violate, conflict with or constitute a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or constitute a default under (or an event which, with due or without notice or lapse of time or both, would constitute be a breach of or default under)under or violation of the Articles of Incorporation or By-laws or would be a breach of or default under or violation of, or result in the termination give to others any rights of termination, amendment, acceleration or cancellation of, accelerate the performance required byany agreement, or result in the creation of any liendocument, pledgeindenture, security interest, charge mortgage or other encumbrance upon any of instrument or undertaking by which the properties or assets of NFB Company or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB or any of its Subsidiaries subsidiaries is a party, bound or to which any of its or their respective properties are subject, or assets may would be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect a violation of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, administrative regulation, judgment, decreeorder or decree applicable to the Company or any of its subsidiaries, order(ii) except as disclosed in writing to the Purchaser on October 21, governmental permit or license or 2009, require the approval, consent or waiver of any other party to person or entity under any such agreement, indenture indenture, mortgage, document or instrumentother instrument or undertaking by which the Company or any of its subsidiaries is bound or to which any of its or their properties are subject, other than (xiii) except as specifically contemplated by this Agreement, as required under the NYSE, as required under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and any applicable state securities laws, require the Company or any of its subsidiaries to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof, except as such consent, authorization or order has been obtained prior to the date hereof, except for approval of the holders of a majority NYSE or registration of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals Shares and (z) such approvals, consents or waivers Warrant Shares as are required under the federal Registration Rights Agreement, (iv) require the consent, approval or authorization of the stockholders of the Company under the rules and state securities regulations of the NYSE, or "blue sky" (v) require any action under the terms of Subtitle 7 of Title 3 of the Maryland General Corporation Law (the “MGCL”) or Section 3-602 of the MGCL. Except as disclosed in the SEC Documents, neither the Company nor its subsidiaries is in violation of any term of or in default under its Articles of Incorporation or By- laws or their organizational charter or by-laws, respectively, or any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries. The business of the Company and its subsidiaries is not being conducted in violation of any material law, ordinance or regulation of any governmental entity. All the properties and assets owned by the Company or any of its subsidiaries that are subject to the Joint Venture Purchase Agreement (as defined below) constitute exempt assets for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and Rules 802.2(h) and 802.5 thereunder, and, in connection with the transactions contemplated by this Agreement. As of joint venture involving the date hereofOperating Partnership and the Purchaser (the “Rapids JV”), the executive officers of NFB know of no reason pertaining Company shall use its commercially reasonable efforts to NFB why any of cause the approvals referred Rapids JV to use such properties and assets that are subject to the Joint Venture Purchase Agreement for investment or rental purposes only in this Section 2.4(e) should not be obtainedcompliance with the exemption provided by Rule 802.5 under the HSR Act.

No Violations. The execution(i) Except as set out in the Disclosure Letter, neither the execution and delivery and performance of this Agreement by NFB do notHarvest, and the consummation of the transactions contemplated hereby will notnor compliance by Harvest with any of the provisions hereof will: (A) violate, constitute (i) assuming receipt conflict with, or result in breach of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation any provision of, require any consent, approval or notice under, or constitute a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default default) or result in a right of termination or acceleration under), or result in the termination of, accelerate the performance required by, or result in the a creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB Harvest or any of its Subsidiaries, the Harvest Subsidiaries under, any of the terms, conditions or provisions of (x) the Harvest Trust Indenture or the articles, bylaws or other charter documents of any Harvest Subsidiary or (y) any note, bond, mortgage, indenture, loan agreement, deed of trust, loan agreement agreement, lien, Permit, contract or other agreement, instrument or obligation to which NFB Harvest or any of its Subsidiaries subsidiaries is a party, party or to which any of them, or any of their respective properties or assets assets, may be subjectsubject or by which Harvest or any of its subsidiaries is bound; or (B) subject to compliance with the statutes, rules and the consummation of the transactions orders referred to in paragraph (including the Bank Mergerc)(ii) contemplated hereby (exclusive of the effect of below, violate any changes effected pursuant to Section 1.7) will not require any approvaljudgment, consent or waiver under any such lawruling, ruleorder, regulationwrit, judgmentinjunction, determination, award, decree, orderstatute, governmental permit ordinance, rule or license regulation applicable to Harvest or any of its subsidiaries (except, in the approvalcase of each of clauses (A) and (B) above, consent for such violations, conflicts, breaches, defaults, terminations which, or waiver any consents, approvals or notices which if not given or received, would not (individually or in the aggregate) have any material adverse effect on the business, affairs, operations, assets, prospects or financial condition of any other party to any such agreementHarvest and its subsidiaries, indenture taken as a whole, or instrument, other than (x) the approval materially impede or delay completion of the holders Arrangement or materially adversely affect the ability of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with Harvest to consummate the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedhereby).

No Violations. The execution, delivery and performance of this Agreement by NFB do SBI and Interim Bank does not, and the consummation of the transactions contemplated hereby by SBI and Interim Bank will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB SBI or any of its Subsidiaries Interim Bank (or any of their SBI's respective propertiesproperties or assets) is subject, which breach, violation or default would have a Material Adverse Effect on SBI on a consolidated basis, or enable any person to enjoin the Merger, (ii) a breach or violation of, or a default under, the certificate SBI's or Interim Bank's articles of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, which with due notice or lapse of time or both, both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the SBI's properties or assets of NFB or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB or any of its Subsidiaries it is a party, or to which any of their respective SBI's properties or assets may be subjectbound or affected, except for any of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect on SBI, on a consolidated basis; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xi) the approval required approvals, consents and waivers of the holders of a majority of the outstanding shares of NFB Common Stockgovernmental authorities referred to in Section 5.1(b), (yii) the Requisite Regulatory Approvals any such approval, consent or waiver that already has been obtained and (ziii) such any other approvals, consents or waivers as are required under the federal and state securities absence of which, individually or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of aggregate, would not result in a Material Adverse Effect on SBI, on a consolidated basis, or enable any person to enjoin the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedMerger.

No Violations. The execution, delivery and performance of this ------------- Agreement by NFB HCB do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder shareholder approvals, constitute (i) a breach or violation of, or a default under, of any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument license of NFB HCB or any of its Subsidiaries, or to which NFB HCB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach violation of the Articles of Incorporation or violation of, or a default under, the certificate Bylaws of incorporation or bylaws of NFB HCB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB HCB or any of its Subsidiaries, Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB HCB or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; . The consummation by HCB and the consummation HC Bank of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7SECTION 1.9) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB HCB Common Stock, Stock entitled to vote and the approval of HCB as the sole shareholder of HC Bank and (y) the Requisite Regulatory Approvals approval of the Office of Thrift Supervision ("OTS") under the Home Owners' Loan Act, as amended ("HOLA"), the approval of the Indiana Department of Financial Institutions ("IDFI"), the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA, if necessary (or the receipt of a waiver of such requirement), and the approval of the appropriate regulatory authority under Section 18(c) of the FDIA (collectively, the "REQUISITE REGULATORY APPROVALS") and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB HCB know of no reason pertaining to NFB HCB why any of the approvals referred to in this Section 2.4(eSECTION 2.3(F) or in SECTION 2.4(F) should not be obtainedobtained without the imposition of any material condition or restriction described in the proviso in SECTION 5.1(B).

No Violations. Neither the Borrower nor any of its ------------- Subsidiaries is in violation of its organizational documents, by-laws, or other governing instruments. Each of the Borrower and its Subsidiaries is in compliance with all laws applicable to it, and all orders and decrees of all courts and arbitrators in proceedings or actions to which it is a party or by which it is bound, where failure to comply would have a Materially Adverse Effect. Neither the Borrower nor any of its Subsidiaries is in default in the performance of any obligation, agreement or condition contained in any bond, debenture or note, or in any indenture, loan agreement, Material Contract or other agreement, which default could reasonably be expected to have a Materially Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement by NFB do not, and the consummation of the transactions contemplated hereby other Loan Documents to which it is a party do not and will not, constitute not (i) assuming receipt require any consent or approval of all Requisite Regulatory Approvals and requisite stockholder approvalsthe shareholders or owners of the Borrower; (ii) violate any provision of any law (including, a breach without limitation, Regulation G, T, U or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument X of NFB or any the Board of its Subsidiaries, or Governors of the Federal Reserve System) presently in effect having applicability to which NFB the Borrower or any of its Subsidiaries (or any provision of their respective propertiesorganizational papers or by-laws; (iii) is subjectviolate, (ii) conflict or be inconsistent with, or result in a breach or violation of, or constitute a default under, or cause the certificate of incorporation termination or bylaws of NFB or acceleration of, the similar organizational documents or by- laws of the Borrower or any of its Subsidiaries or (iii) a breach any indenture or violation of, loan or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB credit agreement or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, lease or instrument or obligation to which NFB the Borrower or any of its Subsidiaries is a partyparty or by which it or its properties may be bound or affected; or (iv) result in, or require, the creation or imposition of a Lien, upon or with respect to which any properties now owned or hereafter acquired by the Borrower or any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approvalits Subsidiaries, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers except as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated permitted by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The None of the (i) offering, issuance and sale by the Company of the Stock, (ii) execution, delivery and performance of this Agreement or the Exchange Agreements by NFB do not, the Company and the Subsidiary or (iii) consummation of the transactions contemplated hereby by this Agreement or the Exchange Agreements (A) conflicts or will not, conflict with or constitutes or will constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, of any provision of the charter or a default under, any law, rule by-laws of the Company or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subjectthe Subsidiary, (iiB) a breach conflicts or violation of, will conflict with or a default under, the certificate of incorporation constitutes or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) will constitute a breach or violation of, or a default under (or an event whichany indenture, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenturemortgage, deed of trust, loan agreement or other agreement, agreement or instrument or obligation to which NFB the Company or the Subsidiary is a party or by which any of its Subsidiaries is a party, them or to which any of their respective properties or assets may be subject; bound, (C) violates or will violate any statute, law or regulation or any order, judgment, ruling, decree or injunction of any court or governmental agency or body having jurisdiction over the Company or the Subsidiary or any of their properties or assets or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Company or the Subsidiary, except, with respect only to (B), (C) and (D), for such conflicts, breaches, defaults, violations or liens that, in the aggregate, would not have a Material Adverse Effect. Except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities or “Blue Sky” laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement or the Exchange Agreements by the Company and the Subsidiary and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedthereby.

No Violations. The execution, (a) Neither the execution and delivery and performance of this Agreement by NFB do notAPF, and the consummation of the transactions contemplated hereby will not, constitute nor compliance by APF with any of the provisions hereof will: (i) assuming receipt violate, conflict with, or result in breach of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation any provision of, require any consent, approval or notice under, or constitute a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default default) or result in a right of termination or acceleration under), or result in the termination of, accelerate the performance required by, or result in the a creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB APF or APF Trust or any of its Subsidiaries, their subsidiaries under, any of the terms, conditions or provisions of (x) the APF Governing Documents or the formation documents of APF Trust or (y) any note, bond, mortgage, indenture, loan agreement, deed of trust, loan agreement agreement, lien, contract or other agreement, material instrument or obligation to which NFB APF or APF Trust or any of its Subsidiaries their subsidiaries is a party, party or to which any of them, or any of their respective properties or assets assets, may be subjectsubject or by which APF or APF Trust or any of their subsidiaries is bound; (ii) subject to compliance with the statutes and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of regulations referred to in Section 7.3(b), violate any changes effected pursuant to Section 1.7) will not require any approvaljudgement, consent or waiver under any such lawruling, ruleorder, regulationwrit, judgmentinjunction, determination, award, decree, orderstatute, governmental permit ordinance, rule or license regulation applicable to APF or APF Trust or any of their subsidiaries (except, in the approval, consent or waiver case of any other party to any such agreement, indenture or instrument, other than each of clauses (xi) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (zii) above, for such approvalsviolations, consents conflicts, breaches, defaults, terminations which, or waivers any consents, approvals or notices which if not given or received, would not have any Material Adverse Effect on the business, operations or financial condition of APF and APF Trust and their subsidiaries taken as are required under a whole or on the federal ability of APF and state securities or "blue sky" laws in connection with APF Trust to consummate the transactions contemplated by this Agreement. As hereby); or (iii) cause the suspension or revocation of any authorization, consent, approval or license currently in effect which would have a Material Adverse Effect on the date hereofbusiness, the executive officers operations or financial condition of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedAPF and APF Trust and their subsidiaries taken as a whole.

No Violations. The Neither the execution, delivery and delivery, or performance of this Agreement by NFB do not, and CFI or Bank nor the consummation of the transactions contemplated hereby by this Agreement will not, constitute (i) assuming receipt the approval of all Requisite Regulatory Approvals this Agreement by the shareholders of CFI in accordance with the charter and requisite stockholder bylaws of CFI and applicable Law and the approval of the Bank Merger Agreement by CFI as the sole shareholder of Bank in accordance with the charter and bylaws of Bank and applicable Law, violate the charter, bylaws, or other organizational documents of CFI or Bank or any of their Subsidiaries or (ii) assuming that the consents, approvals, waivers, notices, filings, and registrations referred to in Section 4.2(f) have been obtained and made and all applicable waiting periods have expired, (A) violate any Law, permit, or license to which the Community First Parties or any of their Subsidiaries (or the properties or assets of the Community First Parties or any of their Subsidiaries) are subject or by which the Community First Parties or any of their Subsidiaries (or the properties or assets of the Community First Parties or any of their Subsidiaries) are bound or (B) constitute a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would could constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of NFB CFI or Bank or any of its Subsidiaries, their Subsidiaries under, any of the terms, conditions conditions, or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation Contract to which NFB CFI or Bank, or any of its Subsidiaries their Subsidiaries, is a party, party or to or by which any of their respective the properties or assets of CFI or Bank, or any of their Subsidiaries, may be subject; and subject or bound, except, in the consummation case of clause (ii) above, for breaches, violations, defaults, terminations, accelerations, or liens that would not reasonably be expected to have, either individually or in the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approvalaggregate, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedCFI Material Adverse Effect.

No Violations. The execution, Neither the execution and delivery and performance of this Agreement by NFB do notAcquiror, and nor the consummation by Acquiror of the transactions contemplated hereby hereby, nor compliance by Acquiror with any of the terms or provisions hereof, will not, constitute (i) violate any provision of the certificate of incorporation or by-laws of Acquiror or its Subsidiaries, or (ii) violate any Laws applicable to Acquiror or its Subsidiaries, or any of their respective properties or assets, or (iii) assuming receipt of all Requisite Regulatory Approvals required consents, approvals and requisite stockholder approvalswaivers set forth in the Acquiror Disclosure Schedule, and except for such consents, approvals and waivers as will not, individually or in the aggregate, have a material adverse effect on the ability of Acquiror or the Company to consummate the transactions contemplated hereby, violate, conflict with, result in a breach of any provision of or violation ofthe loss of any benefit under, or constitute a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time time, or both, would constitute a default default) under), or result in the termination ofof or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of NFB Acquiror or any of its Subsidiaries, Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan license, lease, agreement or other agreement, instrument or obligation to which NFB Acquiror or any of its Subsidiaries is a party, or to by which they or any of their respective properties or assets may be subject; bound or affected. The execution and delivery by Acquiror of this Agreement and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will do not require any approval, consent or waiver under any such lawLaw or filings or registrations with any court, rule, regulation, judgment, decree, order, administrative agency or commission or other governmental permit authority or license instrumentality or the approval, consent or waiver of any other party to any such note, bond, mortgage, indenture, deed of trust, license, lease, agreement, indenture or instrumentother instrument or obligation to which Acquiror or its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected, other than (x) the approval of required approvals, consents, waivers, filings and registrations as set forth in the holders of a majority of the outstanding shares of NFB Common StockAcquiror Disclosure Schedule, (y) the Requisite Regulatory Approvals approval of the shareholders of the Company referred to in Section 5.1(a), and (z) such any other approvals, consents consents, waivers, filings or waivers as are required under registrations the federal and state securities absence of which, individually or "blue sky" laws in connection with the aggregate will not have a material adverse effect on the ability of Acquiror or the Company to consummate the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedhereby.

No Violations. The execution, delivery and performance of this ------------- Agreement by NFB First Capital do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder shareholder approvals, constitute (i) a breach or violation of, or a default under, of any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument license of NFB First Capital or any of its Subsidiaries, or to which NFB First Capital or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach violation of the Articles of Incorporation or violation of, Bylaws of First Capital or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB First Capital or any of its Subsidiaries, under, under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB First Capital or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; . The consummation by First Capital and the consummation First Federal of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7SECTION 1.9) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x1) the approval of the holders of a majority of the outstanding shares of NFB First Capital Common StockStock and the approval of First Capital as the sole shareholder of Merger Sub and First Federal, (y2) the Requisite Regulatory Approvals and (z3) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB First Capital know of no reason pertaining to NFB First Capital why 30 any of the approvals referred to in this Section 2.4(eSECTION 2.4(F) should not be obtainedobtained without the imposition of any material condition or restriction described in the last proviso in SECTION 5.1(B).

No Violations. The Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the PRO Disclosure Schedule no filing with or notice to, and no remit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by PRO of this Agreement or the consummation by PRO of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on PRO. Except as set forth in Section 2.6 of the PRO Disclosure Schedule, neither the execution, delivery and performance of this Agreement by NFB do not, and PRO nor the consummation by PRO of the transactions contemplated hereby will not, constitute (i) assuming receipt conflict with or result in any breach of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach any provision of the respective Certificate of Incorporation or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries Bylaws (or any similar governing documents) of their respective properties) is subjectPRO, (ii) result in a violation or breach or violation of, or a default under, the certificate of incorporation constitute (with or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with without due notice or lapse of time or both, would constitute ) a default under)(or give rise to any right of termination, amendment, cancellation or result in the termination of, accelerate the performance required by, acceleration or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, loan license, contract, agreement or other agreement, instrument or obligation to which NFB PRO is a party or by which any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions bound, or (including the Bank Mergeriii) contemplated hereby (exclusive of the effect of violate any changes effected pursuant to Section 1.7) will not require any approvalorder, consent or waiver under any such lawwrit, rule, regulation, judgmentinjunction, decree, orderlaw, governmental permit statute, rule or license regulation applicable to PRO or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of its properties or assets, except in the approvals referred to in this Section 2.4(ecase of (ii) should or (iii) for violations, breaches or defaults which would not be obtainedhave a Material Adverse Effect on PRO.

No Violations. The Neither the execution, delivery and delivery, or performance of this Agreement by NFB do not, and Reliant nor the consummation of the transactions contemplated hereby by this Agreement will not, constitute (i) assuming receipt the approval of all Requisite Regulatory Approvals and requisite stockholder the Bank Merger Agreement by Reliant as the sole shareholder of Reliant Bank, violate the charter or bylaws of Reliant or Reliant Bank or (ii) assuming that the consents, approvals, a breach or violation ofwaivers, or a default undernotices, and filings and registrations referred to in Section 5.2(f) have been obtained, given, and made and all applicable waiting periods have expired, (A) violate in any law, rule or regulation or material respect any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or Law applicable to which NFB or any of its Subsidiaries (the Reliant Parties or any of their respective propertiesSubsidiaries, to which the Reliant Parties or any of their respective Subsidiaries (or the properties or assets of the Reliant Parties or any of their respective Subsidiaries) is are subject, or by which the Reliant Parties or any of their respective Subsidiaries (iior the properties or assets of the Reliant Parties or any of their respective Subsidiaries) are bound or (B) constitute a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination termination, cancellation, or modification of, accelerate the maturity of or the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of NFB Reliant or Reliant Bank or any of its Subsidiaries, their Subsidiaries under, any of the terms, conditions conditions, or provisions of any note, bond, indenture, deed Contract which is a “material contract” (as such term is defined in Item 601(b)(10) of trust, loan agreement or other agreement, instrument or obligation Regulation S-K of the SEC) to which NFB Reliant or Reliant Bank, or any of its Subsidiaries their Subsidiaries, is a party, party or to or by which any of their respective the properties or assets of Reliant or Reliant Bank, or any of their Subsidiaries, may be subject; and subject or bound, except, in the consummation case of clause (ii) above only, for breaches, violations, defaults, terminations, cancellations, modifications, accelerations, or Liens that would not reasonably be expected to have, either individually or in the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approvalaggregate, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedReliant Material Adverse Effect.

No Violations. The execution, delivery and performance of this Agreement by NFB TRFC do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB TRFC or any of its Subsidiaries, or to which NFB TRFC or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB TRFC or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB TRFC or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB TRFC or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB TRFC Common Stock, (y) the approval of the Banking Board of the State of New York ("Banking Board") under Section 143-b of the Banking Law of the State of New York ("Banking Law"), the approval of the Superintendent of Banks of the State of New York ("Superintendent") under Section 601 of the Banking Law and any other requirement of the Banking Board or the Superintendent, the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA if necessary (or the receipt of a waiver of such requirement), the approval of the Office of Thrift Supervision under the Home Owners' Loan Act of 1933, as amended ("HOLA"), and the approval of the appropriate regulatory authority under Section 18(c) of the FDIA (collectively, the "Requisite Regulatory Approvals Approvals"), and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB TRFC know of no reason pertaining to NFB TRFC why any of the approvals referred to in this Section 2.4(e2.3(e) should not be obtainedobtained without the imposition of any material condition or restriction described in the proviso to Section 5.1(b).

No Violations. The execution, delivery and performance of this Agreement by NFB the Company do not, the execution, delivery and performance of the Option Agreement by the Company will not, and the consummation of the transactions contemplated hereby or thereby by the Company will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals requisite regulatory and requisite stockholder shareholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB the Company or any subsidiary of the Company or to which the Company or any of its Subsidiaries, or to which NFB or any of its the Company Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB by-laws or the similar organizational documents of the Company or any subsidiary of its Subsidiaries the Company or (iii) a breach or violation of, or a default under (or an event which, which with due notice or lapse of time or both, both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance ("Liens") upon any of the properties or assets of NFB the Company or any subsidiary of its Subsidiaries, the Company under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB the Company or any subsidiary of its Subsidiaries the Company is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated con- templated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) and by the Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xi) the approval of the holders of a majority of the outstanding shares of NFB Common StockShares, (yii) the approvals of the Office of Thrift Supervision (the "OTS") under Section 10 of HOLA and 12 C.F.R. Parts 552, 563b, 574 and any other requirement of the OTS, the approval of the Board of Governors of the Federal Reserve System (the "FRB") under Section 4 of the Bank Holding Company Act of 1956 (the "BHC Act") (or the receipt of a waiver under 12 C.F.R. sec.225.12(d)), the approval of the appropriate regulatory authority under Section 18 of the Federal Deposit Insurance Act, as amended (the "FDIA") and the approval of the Superintendent of Banks of the State of New York under Section 601 of the New York Banking Law (collectively, the "Requisite Regulatory Approvals Approvals"), and (ziii) such approvals, consents or waivers as are required under the federal and state securities or "blue skyBlue Sky" laws in connection with the transactions contemplated by this Agreement or the Option Agreement. As of the date hereof, the executive officers of NFB the Company know of no reason pertaining to NFB the Company why any of the approvals referred to in this Section 2.4(e3.3(f) should not be obtainedobtained without the imposition of any material condition or restriction.

No Violations. The execution, delivery and performance of this Agreement and the Option Agreement by NFB Haven do not, and the consummation of the transactions contemplated hereby and thereby will not, constitute (i) assuming (in the case of this Agreement only) receipt of all Requisite Regulatory Approvals (as defined herein) and (in the case of this Agreement only) requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB Haven or any of its Significant Subsidiaries, or to which NFB Haven or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB Haven or the similar organizational documents of any of its Significant Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB Haven or any of its Significant Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB Haven or any of its Significant Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xv) the approval of the holders of a majority of the outstanding shares of NFB Haven Common StockStock referred to in Section 2.3(d), (w) the approval of the Office of Thrift Supervision ("OTS") under the HOLA, the approval of the FDIC under Section 18(c) of the FDIA, the approval of the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (including the approval for Queens to become a financial holding company in connection with the Merger) and the approval of the NASD for a change in control of any broker-dealers, (x) the declaration of effectiveness by the SEC (as defined herein) of the Registration Statement (as defined herein) and the SEC's approval of Haven's and Queens' proxy materials, (y) approval of the Antitrust Division of the Department of Justice or the Federal Trade Commission under the antitrust laws, including, without limitation, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, or the expiration of any required waiting periods thereunder ((w), (x) and (y) are, collectively, referred to as the "Requisite Regulatory Approvals Approvals") and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or Option Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The execution, delivery and performance of this Agreement by NFB CENFED do not, and the consummation of the transactions contemplated hereby by CENFED will not, constitute (iA) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB CENFED or to which CENFED or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) properties is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (iiB) a breach or violation of, or a default under, the certificate of incorporation or bylaws by-laws of NFB or the similar organizational documents of any of its Subsidiaries CENFED or (iiiC) a breach or violation of, or a default under (or an event which, which with due the giving of notice or lapse of time or both, both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, CENFED under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB or any of its Subsidiaries CENFED is a party, or to by which any of their respective its properties or assets may be subjectbound or affected; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require CENFED to obtain any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the required approvals, consents and waivers of governmental authorities or other persons referred to in Section 6.1(b), the approval of the holders stockholders of a majority of the outstanding shares of NFB Common StockCENFED referred to in Section 3.3(e), (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the TBCA, and as set forth on Schedule 2.6 of the ET Disclosure Schedule no filing with or notice to, and no remit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by ET of this Agreement or the consummation by ET of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on ET. Except as set forth in Section 2.6 of the ET Disclosure Schedule, neither the execution, delivery and performance of this Agreement by NFB do not, and ET nor the consummation by ET of the transactions contemplated hereby will not, constitute (i) assuming receipt conflict with or result in any breach of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach any provision of the respective Certificate of Incorporation or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries Bylaws (or any similar governing documents) of their respective properties) is subjectET, (ii) result in a violation or breach or violation of, or a default under, the certificate of incorporation constitute (with or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with without due notice or lapse of time or both, would constitute ) a default under)(or give rise to any right of termination, amendment, cancellation or result in the termination of, accelerate the performance required by, acceleration or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, loan license, contract, agreement or other agreement, instrument or obligation to which NFB ET is a party or by which any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions bound, or (including the Bank Mergeriii) contemplated hereby (exclusive of the effect of violate any changes effected pursuant to Section 1.7) will not require any approvalorder, consent or waiver under any such lawwrit, rule, regulation, judgmentinjunction, decree, orderlaw, governmental permit statute, rule or license regulation applicable to ET or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of its properties or assets, except in the approvals referred to in this Section 2.4(ecase of (ii) should or (iii) for violations, breaches or defaults which would not be obtainedhave a Material Adverse Effect on ET.

No Violations. The executionNeither the authorization, execution and delivery and performance of this Agreement by NFB do notany of the Vendors or the Purchased Entities, and nor the consummation completion of the transactions contemplated hereby will nothereby, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any nor the performance of their respective propertiesobligations hereunder, will: (1) is subjectviolate, conflict with, or result (iiwith or without notice or the passage of time) in a violation or breach or violation of any material provision of, require any consent, approval or notice under, or constitute a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, under, default) under any of the terms, conditions or provisions of: (A) the constating documents governing any of the Vendors or the Purchased Entities or any note, bond, indenture, deed of trust, loan agreement the Purchased Entities’ Subsidiaries or (B) any Material Contract or other agreement, instrument or obligation to which NFB any of the Vendors or the Purchased Entities or any of its their respective Subsidiaries is a party, party or to which any of them, or any of their respective properties or assets assets, may be subject; and the consummation subject or by which any of the transactions (including Vendors or the Bank Merger) contemplated hereby (exclusive Purchased Entities or any of their respective Subsidiaries is bound and, in each case, individually or in the aggregate would materially adversely affect any of the effect Vendors’ ability to perform its obligations under this Agreement, or (C) any Law applicable to any of the Vendors or the Purchased Entities or any of their respective Subsidiaries or any of their respective properties or assets; or (2) subject to obtaining the Key Regulatory Approvals: (A) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any changes effected pursuant Laws applicable to Section 1.7any of the Vendors or the Purchased Entities or any of their respective Subsidiaries or any of their respective properties or assets; or (B) will not require any the consent, approval, consent notice or waiver under any such law, rule, regulation, judgment, decreeauthorization, order, governmental permit or license agreement of, or registration with any Governmental Entity or other Person. There are no consents, approvals and notices required from any third party under any Contracts of the Vendors or any of the Purchased Entities or their respective Subsidiaries or to which any of them, or any of their respective properties or assets, may be subject or by which any of the Vendors or the approval, consent Purchased Entities or waiver any of any other party their respective Subsidiaries is bound in order for the Vendors and the Purchased Entities to any such agreement, indenture or instrument, other than (x) proceed with the approval execution and delivery of this Agreement and the holders completion of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The execution, delivery and performance of this Agreement by NFB the Acquiror and Merger Sub do not, and the consummation of the transactions contemplated hereby by the Acquiror and Merger Sub will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB the Acquiror or any of its Subsidiaries, Merger Sub or to which NFB the Acquiror or any of its Subsidiaries Merger Sub (or any of their respective properties) is subject, which breach, violation or default would have a Material Adverse Effect on the Acquiror, or enable any person to enjoin the Merger, the Second Merger, the Subsidiary Holding Company Merger or the Bank Merger, (ii) a breach or violation of, or a default under, the certificate articles of incorporation or bylaws by-laws of NFB the Acquiror or the similar organizational documents of any of its Subsidiaries Merger Sub or (iii) a breach or violation of, or a default under (or an event which, which with due notice or lapse of time or both, both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB the Acquiror or any of its Subsidiaries, Merger Sub under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB the Acquiror or any of its Subsidiaries Merger Sub is a party, or to which any of their respective properties or assets may be subjectbound or affected, except for any of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect on the Acquiror; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xi) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such required approvals, consents or and waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals governmental authorities referred to in this Section 2.4(e5.1(b), (ii) should not be any such approval, consent or waiver that already has been obtained., and (iii) any other approvals,

No Violations. The execution, execution and delivery and performance of this ------------- Agreement by NFB do notand the Target Ancillary Agreements, and the consummation of the transactions contemplated hereby will notand thereby and compliance by Target with any of the provisions hereof or thereof and any change of control of Target or any of the Target Subsidiaries, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvalsincluding, a breach or violation of, or a default underwithout limitation, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument acquisition of NFB Target Common Stock by Acquiror or any of its Subsidiariesaffiliates or associates, will not (i) conflict with or to which NFB result in any breach of any provision of the Certificate and/or Articles of Incorporation or By-Laws or other governing instruments of Target or any of its Subsidiaries (or any of their respective properties) is subjectthe Target Subsidiaries, (ii) except as set forth on Schedule 2.6 attached hereto, require any Consent under or result in ------------ a violation or breach or violation of, or a default under, the certificate of incorporation constitute (with or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with without due notice or lapse of time or both, would constitute ) a default under)(or give rise to any right of termination, cancellation or result in the termination of, accelerate acceleration or augment the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, under, required) under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement Target Material Contract (as hereinafter defined) or other agreement, instrument or obligation to which NFB Target or any Target Subsidiary is a party or by which any of them or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and bound, (iii) result in the consummation creation or imposition of any lien or encumbrance of any kind upon any of the transactions assets of Target or any Target Subsidiary, or (including iv) subject to obtaining the Bank Merger) contemplated hereby (exclusive of the effect Consents from Governmental Authorities referred to in Section 2.5, above, contravene any applicable provision of any changes effected pursuant to Section 1.7) will not require any approval----------- constitution, consent or waiver under any such treaty, statute, law, code, rule, regulation, judgmenttariff, decreeordinance, orderpolicy, governmental permit or license or the approval, consent or waiver order of any Governmental Authority or other party matters having the force of law including, but not limited to, any orders, decisions, injunctions, judgments, awards and decrees of or agreements with any court, tribunal, arbitrator, mediator or other Governmental Authority ("Law") currently in effect to which Target or --- any such agreementTarget Subsidiary or its or any of their respective assets or properties are subject, indenture or instrument, other than except in the case of clauses (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stockii), (yiii) the Requisite Regulatory Approvals and (z) such approvalsiv), consents above, for any deviations from the foregoing which do not or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should would not be obtainedhave a Target Material Adverse Effect.

No Violations. The execution, delivery and performance of this Agreement by NFB CENFED do not, and the consummation of the transactions contemplated hereby by CENFED will not, constitute (iA) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB CENFED or to which CENFED or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) properties is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (iiB) a 14 breach or violation of, or a default under, the certificate of incorporation or bylaws by-laws of NFB or the similar organizational documents of any of its Subsidiaries CENFED or (iiiC) a breach or violation of, or a default under (or an event which, which with due the giving of notice or lapse of time or both, both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, CENFED under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB or any of its Subsidiaries CENFED is a party, or to by which any of their respective its properties or assets may be subjectbound or affected; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require CENFED to obtain any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the required approvals, consents and waivers of governmental authorities or other persons referred to in Section 6.1(b), the approval of the holders stockholders of a majority of the outstanding shares of NFB Common StockCENFED referred to in Section 3.3(e), (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The execution, delivery and performance of this Agreement and the Collateral Agreements by NFB do not, Buyer and the consummation of the transactions contemplated hereby and thereby do not and will not, constitute not (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, result in a breach or violation ofof any provision of Buyer's charter or by-laws or in a material violation of any statute, or a default underrule, any law, rule or regulation or any judgment, decree, order, governmental permit ordinance applicable to Buyer or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach with or violation of, or a default under, without the certificate giving of incorporation or bylaws of NFB notice or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse passage of time or both, would constitute a default under), violate or result in a breach of or constitute an occurrence of default (or an event that might, upon the termination passage of time or the giving of notice, or both, constitute an occurrence of default) under any provision of, accelerate the performance required byresult in acceleration or cancellation of any obligation under, or result in the creation of give rise to a right by any lien, pledge, security interest, charge party to terminate or other encumbrance upon any of the properties or assets of NFB or any of amend its Subsidiaries, obligations under, any of the terms, conditions or provisions of any note, bond, indenturematerial mortgage, deed of trust, loan agreement conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other agreement, instrument material arrangement or obligation commitment to which NFB Buyer is a party or by which it or its assets or properties are bound, or (iii) violate any order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Buyer or any of its Subsidiaries is a partyproperties. Except as disclosed on Schedule 4.3(b), no consent, approval, order or authorization of, or to which registration, declaration or filing with, any Person is required by Buyer in connection with the execution and delivery of their respective properties this Agreement and the Collateral Agreements or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby or thereby, except for (exclusive of i) any filings required to be made under the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals HSR Act and (zii) such consents, approvals, consents orders, authorizations, registrations, declarations or waivers as are required under filings where failure of compliance would not, individually or in the federal and state securities or "blue sky" laws in connection with aggregate, have a material adverse effect on Buyer's ability to consummate the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedhereby and thereby.

No Violations. The execution, delivery and performance of this ------------- Agreement and Option Agreement by NFB Ironbound do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB Ironbound or any of its Subsidiaries, or to which NFB Ironbound or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB Ironbound or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB Ironbound or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB Ironbound or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares votes cast by holders of NFB Ironbound Common StockStock entitled to vote, (y) the approval of the Banking Board of the State of New York ("Banking Board") under Section 143-b of the Banking Law of the State of New York ("Banking Law"), the approval of the Superintendent of Banks of the State of New York ("Superintendent") under Section 601 of the Banking Law and any other requirement of the Banking Board or the Superintendent, the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA, if necessary (or the receipt of a waiver of such requirement), the approval of the Office of Thrift Supervision ("OTS") under the Home Owners' Loan Act, as amended ("HOLA"), the approval of the New Jersey Department of Banking (the "NJBD") and the approval of the appropriate regulatory authority under Section 18(c) of the FDIA (collectively, the "Requisite Regulatory Approvals Approvals"), and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB Ironbound know of no reason pertaining to NFB Ironbound why any of the approvals referred to in this Section 2.4(e2.3(e) should not be obtainedobtained without the imposition of any material condition or restriction described in the proviso to Section 5.1(b).

No Violations. The execution, execution and delivery and performance of this Agreement by NFB do notand the Acquiror Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby and compliance by Acquiror and Acquisition Subsidiary with any of the provisions hereof or thereof will not, constitute not (i) assuming receipt conflict with or result in any breach of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach any provision of the Certificate and/or Articles of Incorporation or violation of, By-Laws or a default under, any law, rule other governing instruments of Acquiror or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries (or any of their respective properties) is subjectAcquisition Subsidiary, (ii) require any Consent under or result in a violation or breach or violation of, or a default under, the certificate of incorporation constitute (with or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with without due notice or lapse of time or both, would constitute ) a default under)(or give rise to any right of termination, cancellation or result in the termination of, accelerate acceleration or augment the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, under, required) under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement Acquiror Material Contract (as hereinafter defined) or other agreement, instrument or obligation to which NFB Acquiror or the Acquisition Subsidiary is a party or by which any of them or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and bound, (iii) result in the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect creation or imposition of any changes effected pursuant to Section 1.7) will not require any approval, consent lien or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver encumbrance of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why kind upon any of the approvals assets of Acquiror or the Acquisition Subsidiary, or (iv) subject to obtaining the Consents from Governmental Authorities referred to in this Section 2.4(e3.3, above, contravene any Law currently in effect to which Acquiror or the Acquisition Subsidiary or its or any of their respective assets or properties are subject, except in the case of clauses (ii), (iii) should 33 43 and (iv), above, for any deviations from the foregoing which do not or would not have an Acquiror Material Adverse Effect. An "Acquiror Material Contract" is any material note, bond, mortgage, indenture, contract, lease, license, agreement, understanding, instrument, bid or proposal that is required to be obtaineddescribed in or filed as an exhibit to any reports, statements or registration statements filed, or required be filed, by Acquiror pursuant to the Securities Act or the Securities Exchange Act.

No Violations. The Except as set forth on Schedule 2.02(e), subject to approval of this Agreement by Seller's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.02(f), the execution, delivery and performance of this Agreement by NFB do Seller will not, and the consummation of the transactions contemplated hereby by Seller will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.02(r)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB Seller or any of its Subsidiaries, the Association or to which NFB Seller or any of its Subsidiaries (or any of their respective properties) the Association is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (ii) a breach or violation of, or a default under, the certificate articles of incorporation or bylaws of NFB Seller or the similar organizational documents of any of its Subsidiaries Association or (iii) a breach or violation of, or a default under (or an event which, which with due notice or lapse of time or both, both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB Seller or any of its Subsidiaries, the Association under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB Seller or any of its Subsidiaries the Association is a party, or to which any of their respective properties or assets may be subject; bound or affected (other than under the employment agreements and employee benefit plans to which the Seller and the Association are a party), and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xA) the required approvals, consents and waivers referred to in Section 5.01(b) and (B) the approval of the holders stockholders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals Seller referred to in this Section 2.4(e) should not be obtained2.02(d).

No Violations. The Neither the execution, delivery and delivery, or performance of this Agreement by NFB do notReliant or Merger Sub, and nor the execution, delivery, or performance of the Bank Merger Agreement by Reliant Bank, nor the consummation of the transactions contemplated hereby by this Agreement or the Bank Merger Agreement, will not, constitute (i) assuming receipt the approval of all Requisite Regulatory Approvals the Stock Issuance Proposal by the shareholders of Reliant, the approval of this Agreement by Reliant as the sole shareholder of Merger Sub in accordance with the charter and requisite stockholder bylaws of Merger Sub and applicable Law, and the approval of the Bank Merger Agreement by Reliant as the sole shareholder of Reliant Bank in accordance with the charter and bylaws of Reliant Bank and applicable Law, violate the charter or articles of incorporation or bylaws of Reliant, Merger Sub, or Reliant Bank or (ii) assuming that the consents, approvals, a breach or violation ofwaivers, or a default undernotices, filings, and registrations referred to in Section 5.2(f) have been obtained and made and all applicable waiting periods have expired, (A) violate any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or Law to which NFB Reliant or any of its Subsidiaries (Reliant Bank or any of their respective propertiesSubsidiaries (or the properties or assets of Reliant or Reliant Bank or any of their respective Subsidiaries) is subject, are subject or by which Reliant or Reliant Bank or any of their respective Subsidiaries (iior the properties or assets of Reliant or Reliant Bank or any of their respective Subsidiaries) are bound or (B) constitute a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would could constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of NFB Reliant or Reliant Bank or any of its Subsidiaries, their respective Subsidiaries under, any of the terms, conditions conditions, or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation Contract to which NFB Reliant or any of its Subsidiaries is a partyReliant Bank, or to which any of their respective Subsidiaries, is a party or to or by which any of the properties or assets of Reliant or Reliant Bank, or any of their respective Subsidiaries, may be subject; subject or bound, except, in the case of clause (B) above only, for breaches, violations, defaults, terminations, accelerations, or Liens that have not had and would not reasonably be expected to have, either individually or in the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approvalaggregate, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtainedMaterial Adverse Effect on Reliant.

No Violations. The execution, delivery and performance Neither the execution of this Agreement by NFB do not, and nor the consummation of the transactions contemplated hereby by this Agreement (a) violates or will notviolate the articles of incorporation or bylaws of the Company, (b) except as set forth in Section 5.4 of the Disclosure Schedule, violates, conflicts with, constitutes or will constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of any term or provision of, or a default under, any lawacceleration, rule termination or regulation or any judgment, decree, order, governmental permit or licensemodification of the terms of, or agreement, indenture or instrument of NFB or entitle any of its Subsidiariesparty to declare such a default, or to which NFB accelerate, terminate or any modify the terms of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (in each case with or an event which, with due without notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation any provision of any lienindenture, pledgemortgage, security interestlease, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiarieslicense, undercontract, any of the termsloan, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or other obligation to which NFB or any of its Subsidiaries the Company is a party, or to by which it or any of their respective its assets and properties are or assets may be subject; and the consummation of the transactions bound or affected, (including the Bank Mergerc) contemplated hereby (exclusive of the effect of violates or conflicts with any changes effected pursuant to Section 1.7) will not require any approvallaw, consent or waiver under any such lawstatute, ordinance, rule, regulation, judgmentorder, writ, injunction, decree, judgment, award or other order of any Governmental Authority or body having jurisdiction over the Company or any of its assets or operations (each, an “Applicable Law”), (d) violates any license, permit, consent, order, governmental permit authorization or license or the approval, consent or waiver approval of any other party Governmental Authority (collectively, the “Permits”) that are (i) currently issued to the Company or (ii) required for the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business or to permit it to own and use its assets in the manner it currently owns and uses them, or (e) results in the creation or imposition of any Liens with respect to any such agreement, indenture of the assets or instrumentproperties of the Company, other than (x) the approval Liens set forth in Section 5.4 of the holders of a majority of the outstanding shares of NFB Common Stock, Disclosure Schedule and (y) statutory encumbrances of landlords, carriers, warehousemen, mechanics and materialmen and other similar encumbrances imposed by Applicable Law in the Requisite Regulatory Approvals Ordinary Course of Business for sums not yet due and payable (the Liens and statutory encumbrances described in clauses (x) and (zy) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained5.4(e), collectively, “Permitted Liens”).

No Violations. The execution, delivery and performance of this ------------- Agreement by NFB do RCFC does not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB RCFC or any of its Subsidiaries, or to which NFB RCFC or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB RCFC or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB RCFC or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB RCFC or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB RCFC Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB RCFC know of no reason pertaining to NFB RCFC why any of the approvals referred to in this Section 2.4(e) should not be obtainedobtained without the imposition of any material condition or restriction described in the proviso to Section 5.1(b).

No Violations. The Subject to approval of this Agreement by Continental's stockholders, the execution, delivery and performance of this Agreement by NFB Continental do not, the execution, delivery and performance of the Option Agreement by Continental will not and the consummation of the transactions contemplated hereby or thereby by Continental will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB Continental or any Subsidiary of its Subsidiaries, Continental or to which NFB Continental or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of NFB Continental or the similar organizational documents any Subsidiary of any of its Subsidiaries Continental or (iii) a breach or violation of, or a default under (or an event which, which with due notice or lapse of time or both, both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB Continental or any Subsidiary of its Subsidiaries, Continental under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB Continental or any Subsidiary of its Subsidiaries Continental is a party, or to which any of their respective properties or assets may be subjectbound or affected; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of by Continental or, upon its execution and delivery, by the effect of any changes effected pursuant to Section 1.7) Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xi) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the holders stockholders of a majority of the outstanding shares of NFB Common StockContinental referred to in Section 2.03(f) (ii), (y) the Requisite Regulatory Approvals and (ziii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the Option Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The execution, delivery and performance of this Agreement by NFB RBI do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB RBI or any of its Subsidiaries, or to which NFB RBI or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB RBI or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB RBI or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB RBI or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB RBI Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB RBI know of no reason pertaining to NFB RBI why any of the approvals referred to in this Section 2.4(e) should not be obtainedobtained without the imposition of any material condition or restriction described in the proviso to Section 5.1(b).

No Violations. Neither the Borrower nor any of its Subsidiaries is in violation of its organizational documents, by-laws, or other governing instruments. Each of the Borrower and its Subsidiaries is in compliance with all laws applicable to it, and all orders and decrees of all courts and arbitrators in proceedings or actions to which it is a party or by which it is bound, where failure to comply would have a Materially Adverse Effect. Neither the Borrower nor any of its Subsidiaries is in default in the performance of any obligation, agreement or condition contained in any bond, debenture or note, or in any indenture, loan agreement, Material Contract or other agreement, which default could reasonably be expected to have a Materially Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement by NFB do not, and the consummation of the transactions contemplated hereby other Loan Documents to which it is a party do not and will not, constitute not (i) assuming receipt require any consent or approval of all Requisite Regulatory Approvals and requisite stockholder approvalsthe shareholders or owners of the Borrower; (ii) violate any provision of any law (including, a breach without limitation, Regulation G, T, U or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument X of NFB or any the Board of its Subsidiaries, or Governors of the Federal Reserve System) presently in effect having applicability to which NFB the Borrower or any of its Subsidiaries (or any provision of their respective propertiesorganizational papers or by-laws; (iii) is subjectviolate, (ii) conflict or be inconsistent with, or result in a breach or violation of, or constitute a default under, or cause the certificate of incorporation termination or bylaws of NFB or acceleration of, the similar organizational documents or by-laws of the Borrower or any of its Subsidiaries or (iii) a breach any indenture or violation of, loan or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB credit agreement or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, lease or instrument or obligation to which NFB the Borrower or any of its Subsidiaries is a partyparty or by which it or its properties may be bound or affected; or (iv) result in, or require, the creation or imposition of a Lien, upon or with respect to which any properties now owned or hereafter acquired by the Borrower or any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approvalits Subsidiaries, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers except as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated permitted by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The execution, delivery and performance of this Agreement and the Option Agreement by NFB Haven do not, and the consummation of the transactions contemplated hereby and thereby will not, constitute (i) assuming (in the case of this Agreement only) receipt of all Requisite Regulatory Approvals (as defined herein) and (in the case of this Agreement only) requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB Haven or any of its Significant Subsidiaries, or to which NFB Haven or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB Haven or the similar organizational documents of any of its Significant Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB Haven or any of its Significant Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB Haven or any of its Significant Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xv) the approval of the holders of a majority of the outstanding shares of NFB Haven Common StockStock referred to in Section 2.3(d), (w) the approval of the Office of Thrift Supervision ("OTS") under the HOLA, the approval of the FDIC under Section 18(c) of the FDIA, the approval of the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (including the approval for Queens to become a financial holding company in connection with the Merger) and the approval of the NASD for a change in control of any broker-dealers, (x) the declaration of effectiveness by the SEC (as defined herein) of the Registration Statement (as defined herein) and the SEC's approval of Haven's and Queens' proxy materials, (y) approval of the Antitrust Division of the Department of Justice or the Federal Trade Commission under the antitrust laws, including, without limitation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, xx xxx xxxxxxxxxn of any required waiting periods thereunder ((w), (x) and (y) are, collectively, referred to as the "Requisite Regulatory Approvals Approvals") and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or Option Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The execution, delivery and performance of this ------------- Agreement by NFB TRFC do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB TRFC or any of its Subsidiaries, or to which NFB TRFC or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB TRFC or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB TRFC or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB TRFC or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB TRFC Common Stock, (y) the approval of the Banking Board of the State of New York ("Banking Board") under Section 143-b of the Banking Law of the State of New York ("Banking Law"), the approval of the Superintendent of Banks of the State of New York ("Superintendent") under Section 601 of the Banking Law and any other requirement of the Banking Board or the Superintendent, the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA, if necessary (or the receipt of a waiver of such requirement), the approval of the Office of Thrift Supervision ("OTS") under the Home Owners' Loan Act of 1933, as amended ("HOLA"), and the approval of the appropriate regulatory authority under Section 18(c) of the FDIA (collectively, the "Requisite Regulatory Approvals Approvals"), and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB TRFC know of no reason pertaining to NFB TRFC why any of the approvals referred to in this Section 2.4(e2.3(e) should not be obtainedobtained without the imposition of any material condition or restriction described in the proviso to Section 5.1(b).

No Violations. The execution, delivery and performance of this Agreement by NFB Seller do not, and the consummation of the transactions contemplated hereby will not: (a) contravene any provision of the Certificate of Incorporation or Bylaws of Seller; (b) violate or conflict in any material respect with any federal, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvalsstate, a breach local or violation offoreign law, or a default understatute, any lawordinance, rule or regulation (a “Law”) or any judgment, decree, orderwrit, injunction, judgment or order of any court or administrative or other governmental permit body or licenseof any arbitration award which is either applicable to, binding upon or enforceable against Seller; (c) conflict with, result in any breach of any of the provisions of, or agreement, indenture or instrument of NFB or any of its Subsidiaries, or to which NFB or any of its Subsidiaries constitute a default (or any event which would, with the passage of their respective propertiestime or the giving of notice or both, constitute a default) is subjectunder, (ii) result in a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination ofcreation of a right of termination, accelerate the performance required byamendment, modification, abandonment or acceleration under any indenture, hypothecation, mortgage, lease, license, loan agreement or other material agreement or instrument which is either binding upon or enforceable against Seller; (d) result in the creation of any lienLien upon the Equity Interest; or (e) require any authorization, pledgeconsent, security interestapproval, charge exemption or other encumbrance upon action by or notice to any of the properties court, commission, governmental body, regulatory authority, agency or assets of NFB tribunal wherever located (a “Governmental Entity”) or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB or any of its Subsidiaries is a third party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xi) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal or state securities Laws, including the approval filing with the Securities and Exchange Commission (the “SEC”) of an amendment of Forms BD and similar filings with, or consents of, various state Governmental Entities; (ii) such approvals and consents of the holders National Association of a majority Securities Dealers, Inc. (the “NASD”), if required pursuant to NASD Rule 1017 (which Seller or the Company undertakes to obtain prior to the Closing Date); and (iii) consents set forth in Section 2.4 of the outstanding shares of NFB Common Stock, Disclosure Schedule (y) which Seller undertakes to obtain prior to the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this AgreementClosing Date). As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.Article III

No Violations. The execution, delivery and performance of this ------------- Agreement by NFB RBI do not, and the consummation of the transactions contemplated hereby will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB RBI or any of its Subsidiaries, or to which NFB RBI or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB RBI or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB RBI or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB RBI or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of NFB RBI Common Stock, (y) the Requisite Regulatory Approvals and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB RBI know of no reason pertaining to NFB RBI why any of the approvals referred to in this Section 2.4(e) should not be obtainedobtained without the imposition of any material condition or restriction described in the proviso to Section 5.1(b).

No Violations. The execution, delivery and performance of this Agreement and the Option Agreement by NFB Haven do not, and the consummation of the transactions contemplated hereby and thereby will not, constitute (i) assuming (in the case of this Agreement only) receipt of all Requisite Regulatory Approvals (as defined herein) and (in the case of this Agreement only) requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of NFB Haven or any of its Significant Subsidiaries, or to which NFB Haven or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of NFB Haven or the similar organizational documents of any of its Significant Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB Haven or any of its Significant Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which NFB Haven or any of its Significant Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (xv) the approval of the holders of a majority of the outstanding shares of NFB Haven Common StockStock referred to in Section 2.3(d), (w) the approval of the Office of Thrift Supervision ("OTS") under the HOLA, the approval of the FDIC under Section 18(c) of the FDIA, the approval of the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (including the approval for Queens to become a financial holding company in connection with the Merger) and the approval of the NASD for a change in control of any broker-dealers, (x) the declaration of effectiveness by the SEC (as defined herein) of the Registration Statement (as defined herein) and the SEC's approval of Haven's and Queens' proxy materials, (y) approval of the Antitrust Division of the Department of Justice or the Federal Trade Commission under the antitrust laws, including, without limitation, the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, or the expiration of any required waiting periods thereunder ((w), (x) and (y) are, collectively, referred to as the "Requisite Regulatory Approvals Approvals") and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or Option Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should not be obtained.

No Violations. The execution, execution and delivery and performance of this Agreement by NFB do notand the Target Ancillary Agreements, and the consummation of the transactions contemplated hereby will notand thereby and compliance by Target with any of the provisions hereof or thereof and any change of control of Target or any of the Target Subsidiaries, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvalsincluding, a breach or violation of, or a default underwithout limitation, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument acquisition of NFB Target Common Stock by Acquiror or any of its Subsidiariesaffiliates or associates, will not (i) conflict with or to which NFB result in any breach of any provision of the Certificate and/or Articles of Incorporation or By-Laws or other governing instruments of Target or any of its Subsidiaries (or any of their respective properties) is subjectthe Target Subsidiaries, (ii) except as set forth on Schedule 2.6(a) attached hereto, require any Consent under or result in a violation or breach or violation of, or a default under, the certificate of incorporation constitute (with or bylaws of NFB or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with without due notice or lapse of time or both, would constitute ) a default under)(or give rise to any right of termination, cancellation or result in the termination of, accelerate acceleration or augment the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of NFB or any of its Subsidiaries, under, required) under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement Target Material Contract (as hereinafter defined) or other agreement, instrument or obligation to which NFB Target or any Target Subsidiary is a party or by which any of them or any of its Subsidiaries is a party, or to which any of their respective properties or assets may be subject; and bound, (iii) result in the consummation creation or imposition of any lien or encumbrance of any kind upon any of the transactions assets of Target or any Target Subsidiary, or (including iv) subject to obtaining the Bank Merger) contemplated hereby (exclusive of the effect Consents from Governmental Authorities referred to in Section 2.5, above, contravene any applicable provision of any changes effected pursuant to Section 1.7) will not require any approvalconstitution, consent or waiver under any such treaty, statute, law, code, rule, regulation, judgmenttariff, decreeordinance, orderpolicy, governmental permit or license or the approval, consent or waiver order of any Governmental Authority or other party matters having the force of law including, but not limited to, any orders, decisions, injunctions, judgments, awards and decrees of or agreements with any court, tribunal, arbitrator, mediator or other Governmental Authority ("Law") currently in effect to which Target or any such agreementTarget Subsidiary or its or any of their respective assets or properties are subject, indenture or instrument, other than except in the case of clauses (x) the approval of the holders of a majority of the outstanding shares of NFB Common Stockii), (yiii) the Requisite Regulatory Approvals and (z) such approvalsiv), consents above, for any deviations from the foregoing which do not or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of NFB know of no reason pertaining to NFB why any of the approvals referred to in this Section 2.4(e) should would not be obtainedhave a Target Material Adverse Effect.