Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE, (b) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (ai) any approvals or filings required by the HSR Act and any applicable foreign antitrust laws, (ii) the filing of applications, filings and notices, as applicable, with the NYSEParent Stockholder Approval, (biii) the filing with the SEC of (A) a Registration Statement on Form S-4 (the Joint Statement and the S-4 “Registration Statement”) in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under accordance with the Securities Act or and the filing of the Joint Proxy Statement/Prospectus with the SEC pursuant to the Exchange Act, and (B) such other reports or filings under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereunderby this Agreement, (civ) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DLLCA and the DGCL, (dv) such filings as may be required under the rules and regulations of NASDAQ, (vi) the filing of any notices or other filings under the HSR Act, and such other consents, approvalsnotices and approvals set forth in Section 4.5 of the Parent Disclosure Letter (which includes without limitation any consents and approvals required under any Parent Material Contract), (vii) such filings and consents as may be required by any applicable state securities or registrations “blue sky” laws or state takeover laws, (viii) such filings and consents as may be required under any antitrust environmental, health or competition Laws of non-U.S. jurisdictionssafety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the Transactions (ethe consents referred to in clauses (i) through (viii), the applications, filings, consents “Parent Consents”) and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fix) such filings additional consents, notices and approvals as are required approvals, the failure of which to be made make or obtained under the securities or “Blue Sky” Laws of various states in connection with the obtain would not have a Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCAMaterial Adverse Effect, no consents or approvals of or filings or registrations with any Governmental Entity or any Third Party are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub of this Agreement or and (iiB) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement.

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with the NYSEFederal Reserve under the BHC Act and approval of such applications, filings and notices, (bii) the filing of applications, filings and notices, as applicable, with the Federal Reserve in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the Maryland Office of the Commissioner of Financial Regulation (the “Maryland Office”) and the Virginia Bureau of Financial Institutions (“Virginia Bureau”) in connection with the Bank Merger and approval of such applications, filings and notices, (iv) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meetings of the Joint Statement Company’s and the S-4 in which the Joint Statement will Parent’s stockholders to be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required held in connection with this Agreement and the transactions contemplated hereunderhereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Form S-4”) and declaration of effectiveness of the Form S-4, (cv) other filings and reports as required pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (vi) the filing of the Certificate Articles of Merger with the Delaware Secretary Virginia State Corporation Commission pursuant to the DGCLVSCA, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Share Issuance Common Stock pursuant to this Agreement and (viii) the approval filing with the Nasdaq Stock Market of a notification of the listing of such the shares of Parent Common Stock on to be issued in the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCAFirst-Step Merger, no consents or approvals of of, or filings or registrations with with, any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity Entity”) or any third party are necessary required to be made or obtained in connection with (i) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or (ii) the consummation by each of Parent and Merger Sub the Company of the First-Step Merger and the other transactions contemplated herebyby this Agreement, including the Bank Merger. As of the date hereof, the Company has no knowledge of any reason pertaining to the Company why any of the approvals referred to in this Section 3.6 should not be obtained without the imposition of any condition or requirement described in Section 7.1(c).

Consents and Approvals. Except No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Debtors or any of their Subsidiaries or any of their respective properties (each, an “Applicable Consent”) is required for the execution and/or delivery by the Debtors and, to the extent relevant, their Subsidiaries, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Debtors and, to the extent relevant, their Subsidiaries with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) the filing entry of applications, filings the Confirmation Order authorizing the Company and notices, as applicable, with the NYSEother Debtors to perform each of their respective obligations under the Plan, (b) entry by the filing with Brazilian Bankruptcy Court, the SEC court in any Ancillary Proceeding or any other court of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectuscompetent jurisdiction, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, orders as may be required in connection with this Agreement and the transactions contemplated hereundernecessary from time to time, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings authorizations, registrations or registrations qualifications as may be required under any antitrust U.S. federal or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the state securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance purchase of the Unsubscribed Securities by the Commitment Parties, the issuance of the Purchase Rights and the approval issuance of the listing New Money Securities pursuant to the exercise of such Parent Common Stock on the NYSEPurchase Rights, (gd) any Applicable Consents that, if not made or obtained, would not reasonably be expected to have a material adverse effect and (e) the notices, filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebycustomarily obtained post-Closing.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with any federal or state regulatory or banking authorities listed on Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (b) the filing of any required applications, filings and notices, as applicable, with the NYSEFederal Reserve Board under the BHC Act and approval of such applications, filings and notices, (bc) the filing of any required applications, filings, certificates and notices as applicable with the OCC under the Bank Merger Act, (d) the filing of any required applications, filings or notices with FINRA and approval of such applications, filings and notices, (e) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (f) the filing by Parent with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (cg) the filing of the Certificate of Merger with the Delaware Washington Secretary pursuant to the DGCLWBCA, the filing of Second Step Certificates of Merger with the applicable Governmental Entities as required by applicable law, and the filing of the Bank Merger Certificate, and (dh) if required by the HSR Act, the filing of any applications, filings or notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution execution, delivery and delivery performance by each of the Parent and Merger Sub Parties of this Agreement or (ii) the consummation by each of the Parent and Merger Sub Parties of the Merger Mergers and the other transactions contemplated herebyby this Agreement. No Parent Party is aware of any reason why the necessary regulatory approvals and consents will not be received by the applicable Parent Party to permit consummation of the transactions contemplated by this Agreement (including the Mergers) on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the FDIC under the Federal Deposit Insurance Act, as amended (the “FDI Act”) and approval of such applications, filings and notices, (biii) the filing of applications, filings and notices, as applicable, with the Office of the Commissioner of Banks of the State of North Carolina (the “NC Commissioner”) and approval of such applications, filings and notices, (iv) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the Joint Statement meetings of NewBridge’s and the S-4 in which the Joint Statement will Yadkin’s shareholders to be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required held in connection with this Agreement and the transactions contemplated hereunderhereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Yadkin in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, (cvi) the filing of the Certificate Articles of Merger with the Delaware NC Secretary pursuant to the DGCL, (d) NCBCA and the filing of any notices or other filings under the HSR ActBank Merger Certificates, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance issuance of shares of Yadkin Common Stock pursuant to this Agreement and the approval of the listing of such Parent shares of Yadkin Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub NewBridge of this Agreement or (iiB) the consummation by each of Parent and Merger Sub NewBridge of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger).

Consents and Approvals. Except for (a) the filing of applications, filings and notices, a notification under the HSR Act (as applicable, with the NYSEdefined below), (b) the Company Stockholder Approval, (c) the filing of the Certificate of Merger with the Secretary pursuant to the DGCL, (d) the issuance by the Federal Communications Commission ("FCC"), or the FCC staff pursuant to delegated authority, of the approval required to consummate the transactions contemplated hereby under the Communications Act of 1934, as amended ("Communications Act"), and the policies and regulations of the FCC implementing the Communications Act (the "FCC Approval"), (e) such filings, authorizations or approvals as may be set forth in Section 4.4 of the Company Disclosure Schedule, (f) the filing with the SEC Securities and Exchange Commission (the "SEC") of (i) the Joint Proxy Statement/Prospectus (as defined below) and (ii) such reports under Sections 13(a), 13(b), 13(g) and 16(a) of the Joint Statement and Securities Exchange Act of 1934, as amended (the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereunderhereby and the obtaining from the SEC of such orders as may be required in connection therewith, (cg) the filing consent of the Certificate of Merger with the Delaware Secretary Sprint Communications Company, L.P., Sprint Spectrum, L.P. and Wireless Co, L.P. (collectively, "Sprint PCS") required pursuant to the DGCL, terms of the Company Sprint Agreements (das defined below) (the filing of any notices or other filings under the HSR Act"Company Sprint Consent"), and (h) such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws registrations, the failure of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required which to be made made, individually or obtained under in the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock aggregate, would not reasonably be expected to have a Material Adverse Effect on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCACompany, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"; it being understood that, for purposes of this Agreement, "Governmental Entity" shall include the FCC, the Federal Aviation Administration and state public service and public utility commissions (and similar state commissions)) or with any Governmental Entity third party are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or (ii) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (“FRB”) and the Department of Banking and Insurance of the State of New Jersey and approval of such applications and notices, (b) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the Joint Statement and the S-4 in which the Joint Statement will Company’s shareholders to be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required held in connection with this Agreement and the transactions contemplated hereunderhereby (the “Proxy Statement”) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (c) the approval of this Agreement and the Merger by the requisite vote of the shareholders of the Company, (d) the filing of the Certificate of Merger with the Delaware Secretary Department of the Treasury of the State of New Jersey pursuant to the DGCL, (d) BCA and of the filing Articles of any notices or other filings under Merger with the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws Department of non-U.S. jurisdictionsState of the Commonwealth of Pennsylvania pursuant to the BCL, (e) approval of the applications, filings, consents and notices, as applicable, set forth in Section 4.4 listing of the Parent Disclosure ScheduleCommon Stock to be issued in the Merger on NASDAQ, (f) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSEcommissions, (g) such consents, authorizations, approvals or exemptions under the Environmental Laws (as defined in Section 3.17) and notices and filings required with the Internal Revenue Service (the “IRS”) or the Pension Benefit Guaranty Corporation (the “PBGC”) with respect to employee benefit plans as are described in accordance with Part 12 Section 3.4 of the FSMA to obtain the FCA Approval Company Disclosure Schedule and (h) subject to such other filings, authorizations or approvals as may be set forth in Section 6.1(j), a Prospectus, if required, being approved by 3.4 of the FCACompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) or with any third party are necessary in connection with (i1) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or and (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of applications, filings and applications or notices, as applicable, with the NYSEFederal Reserve Board under the BHC Act and approval of such applications or notices, (b) the filing of an application with the FDIC under the Bank Merger Act and approval of such application, (c) the filing of applications or notices, as applicable, with the OTS and approval of such applications or notices, (d) the filing of applications or notices, as applicable, with the Commissioner and approval of such applications and notices, (e) the filing with the SEC of the Joint Proxy Statement and with the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness SEC of the S-4, and such reports and filings under (f) the Securities Act or the Exchange Act, as may be required in connection with approval of this Agreement by the requisite vote of the stockholders of Buyer, (g) the filing of an application with NASDAQ to list the Buyer Common Stock to be issued in the Merger on the NASDAQ and the transactions contemplated hereunderapproval of such application, (ch) the filing of the Certificate Articles of Merger with the Delaware Secretary Department pursuant to the DGCLMGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fi) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the Parent Share Issuance and issuance of the shares of Buyer Common Stock pursuant to this Agreement, (j) the filings required by the Bank Merger Agreement, (k) the approval of the listing Bank Merger Agreement by Buyer as the sole stockholder of Buyer Bank, and (l) such Parent Common Stock on the NYSEfilings, (g) the filings required authorizations or approvals as may be set forth in accordance with Part 12 Section 4.4 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCABuyer Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on behalf of Buyer in connection with (i1) the execution and delivery by each of Parent and Merger Sub Buyer of this Agreement or Agreement, (ii2) the consummation by each of Parent and Merger Sub Buyer of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Buyer Bank of the Bank Merger Agreement, and (4) the consummation by Buyer Bank of the Subsidiary Merger.

Consents and Approvals. Except for (a) the filing of any required applications, filings, notices and requests for waiver, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices or granting of such waivers, as applicable, (b) the filing of any required applications, filings and notices, as applicable, with the NYSEFDIC and the Texas Department of Banking in connection with the Bank Merger, and approval of such applications, filings and notices, (bc) the filing of an exit notice with the OCC pursuant to 12 C.F.R. § 5.33(k) with respect to the Bank Merger and the filing of any other required applications, filings or notices with any federal or state banking authorities listed on Section 3.4 of the CBTX Disclosure Schedule or Section 4.4 of the Allegiance Disclosure Schedule and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by CBTX with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (cf) the filing of the Certificate of Merger with the Delaware Texas Secretary of State pursuant to the DGCLTBOC, (dg) the filing of any notices or other filings under the HSR Act, Bank Merger Certificates with the applicable Governmental Entities as required by applicable law and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fh) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance issuance of the shares of CBTX Common Stock pursuant to this Agreement and the approval of the listing of such Parent CBTX Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCANASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub Allegiance of this Agreement or (ii) the consummation by each of Parent and Merger Sub Allegiance of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, Allegiance has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by Allegiance to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of any required applications, listing applications, filings and notices, as applicable, with the NYSE, (b) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectusNYSE American, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (cii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of U.S. and non-U.S. jurisdictionsjurisdictions (collectively, “Competition Laws”), (eiii) the filing of any required applications, filings, consents filings and notices, as applicable, set forth for foreign investment clearance of any jurisdiction, (iv) the filing by Camber with the United States Securities and Exchange Commission (the “SEC”) of a joint proxy statement in Section 4.4 definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus (the “S-4”), and the declaration of effectiveness of the Parent Disclosure ScheduleS-4, (fv) the filing of the Articles of Merger with the Nevada Secretary pursuant to the NRS and all other filings required under the NRS or by the Nevada Secretary in connection with the Merger, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance issuance of the shares of Camber Common Stock and New Camber Preferred pursuant to this Agreement and the approval of the listing of such Parent Camber Common Stock on the NYSENYSE American, as applicable; and (gv vii) the filings required in accordance with Part 12 consent of the FSMA to obtain the FCA Approval holders of Camber’s Series C Preferred Stock and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCASeries G Preferred Stock, no material consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (SRO) (each a “Governmental Entity Entity”) are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub Camber of this Agreement Agreement, or (iiB) the consummation by each Xxxxxx of Parent the transactions contemplated hereby. As of the date hereof, Xxxxxx is not aware of any reason why the necessary regulatory approvals and consents will not be received by Camber or Merger Sub to permit consummation of the Merger on a timely basis. As of the date hereof, to the knowledge of Camber, there is no fact or circumstance existing that would require or reasonably be expected to require either party to invoke their right to change the structure of effecting the combination of Viking and the other transactions contemplated hereby.Camber to a Direct Merger (as defined below) pursuant to Section 6.15 hereof. February 2021 - April 2023 – First Amendment to

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEFRB and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Statement will be included as a prospectus, filing and declaration of effectiveness of the S-4, and such reports and filings under (e) the Securities Act or authorization of the Exchange Act, as may be required in connection with issuance of the shares of Parent Common Stock issuable pursuant to this Agreement and (including without limitation the transactions contemplated hereundershares of Parent Common Stock issuable upon exercise of all New Stock Options) by the requisite vote of the shareholders of Parent, (cf) the filing of the Certificate of Merger with the Delaware Secretary Department of the Treasury of the State of New Jersey pursuant to the DGCLBCA, (dg) approval of the filing listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (h) such filings as shall be required to be made with any notices applicable state securities bureaus or other filings commissions, (i) such consents, authorizations or approvals as shall be required under the HSR Act, Environmental Laws and (j) such other consentsfilings, approvals, filings authorizations or registrations approvals as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on behalf of Parent or the Parent’s Bank in connection with (i1) the execution and delivery by each of Parent and Merger Sub of this Agreement or Agreement, (ii2) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Parent’s Bank of the Bank Merger Agreement and (4) the consummation by the Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSEFederal Reserve Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and notices, (bii) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Statement will be included as a prospectus, filing and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (ciii) the filing of the Certificate Articles of Merger with and the Delaware acceptance for record by the Secretary of State of the State of Ohio pursuant to the DGCL, (d) OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any notices or other filings under the HSR Actconsents, and such other consentsauthorizations, approvals, filings or registrations as may be exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under any antitrust or competition Laws of non-U.S. jurisdictionsconsumer finance, mortgage banking and other similar laws, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance issuance of the shares of FNB Common Stock pursuant to this Agreement and the approval of the listing of such Parent FNB Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity Entity, SRO or other Person are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub FNB of this Agreement or and (iiB) the consummation by each of Parent and Merger Sub FNB of the Merger and the other transactions contemplated herebythis Agreement contemplates. As of the date of this Agreement, FNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (a) any filings or clearances required by the filing Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of applications, filings and notices1976, as applicable, with amended (the NYSE“HSR Act”), (b) the Company Shareholder Approval, (c) the filing with the SEC of (i) a proxy statement/prospectus related to the Joint Statement transactions contemplated by this Agreement and the S-4 in which Company Shareholders Meeting (as may be amended or supplemented from time to time, the Joint Statement will be included as a prospectus“Proxy Statement/Prospectus”), and declaration of effectiveness of the S-4, and (ii) such other reports and or filings under the Securities Exchange Act or the Exchange Act, Securities Act as may be required in connection with this Agreement and the transactions contemplated hereunderby this Agreement, (cd) the filing of the Articles of Merger with the SCC pursuant to the VSCA, (e) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 requirements of the Parent Disclosure ScheduleDGCL, (f) such filings and approvals as are may be required to be made or obtained under the securities or “Blue Sky” Laws rules and regulations of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required filings, clearances, consents, notices and approvals set forth in accordance with Part 12 Section 3.5 of the FSMA Company Disclosure Letter (the consents referred to obtain in clauses (a) through (g), the FCA Approval “Company Consents”), and (h) subject such additional filings, clearances, consents, notices and approvals, the failure of which to Section 6.1(j)make or obtain would not reasonably be expected to have, individually or in the aggregate, a Prospectus, if required, being approved by the FCACompany Material Adverse Effect, no consents filings, clearances, consents, notices or approvals of or filings or registrations with any Governmental Entity or any Third Party are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or (iiB) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated herebyby this Agreement.

Consents and Approvals. (a) Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE, (bi) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a preliminary proxy statement and a proxy statement in definitive form relating to the meeting of the Joint Statement and the S-4 in which the Joint Statement will Company’s shareholders to be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required held in connection with this Agreement and the transactions contemplated hereunderhereby (the “Proxy Statement”), (cii) the approval and adoption of this Agreement by the Company Requisite Vote of the shareholders of the Company, (iii) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, the Office of Thrift Supervision (“OTS”) or its successor, (iv) filing of the Certificate of Merger, the Bank Merger Certificates and the certificate of merger with respect to the Delaware Secretary Liquidation, (v) filing of the Proxy Statement and any amendments or supplements thereto pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Exchange Act, and (vi) such other consentsfilings, approvals, filings authorizations or registrations approvals as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 4.4(a) of the Parent Company Disclosure Schedule, Schedule (f) such filings the consents and approvals as referred to in clause (vi) are required to be made or obtained under called the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(jThird Party Consents”), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) or with any third party are necessary required to be made or obtained by the Company in connection with (i1) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or and (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger , the Liquidation and the other transactions contemplated hereby, including the consummation by the Company Bank of the Bank Merger. On the date of this Agreement, the Company knows of no reason why all such filings cannot be timely made or why all such approvals cannot be timely obtained. Pursuant to Section 131 of the LBCL, no appraisal or dissenters’ rights will be available to holders of Company Common Stock in connection with the Merger.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSENASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the HOLA and approval of such applications, filings and notices, (c) the filings of applications, filings and notices, as applicable, with the OCC, and approval of such applications, filings and notices, (d) the filing of applications, filings and notices, as applicable, with the NJ Department in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing with the SEC of (i) any filings under applicable requirements of the Exchange Act, including the filing of the Joint Proxy Statement and (ii) the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (cf) the filing of the Certificate Articles of Merger with the Delaware Secretary SDAT pursuant to the DGCLMGCL, (dg) the filing of any notices or other filings under the HSR ActSecond-Step Merger Certificates with the Delaware Secretary and the SDAT in accordance with the DGCL and the MGCL, respectively, (i) the filing of the Bank Merger Certificate, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fh) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of shares of Parent Share Issuance Common Stock pursuant to this Agreement and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCANASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub of this Agreement or (iiB) the consummation by each of Parent and Merger Sub of the Merger Integrated Mergers and the other transactions contemplated herebyhereby (including the Bank Merger).

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the SEC FDIC and approval of such applications and notices, (c) the Joint Statement filing of applications and notices, as applicable, with the S-4 in which New Jersey Department and approval of such applications and notices, (d) the Joint Statement will be included as a prospectus, filing with and declaration of effectiveness by the Securities and Exchange Commission (the “SEC”) of the registration statement on Form S-4 (the “S-4, and such reports and filings under ”) in which the Securities Act or proxy statement in definitive form relating to the Exchange Act, as may meeting of the holders of the Company Common Stock to be required held in connection with this Agreement and the transactions contemplated hereunderhereby (the “Proxy Statement”) will be included as a proxy statement and prospectus, (ce) the approval of this Agreement and the Merger by the requisite vote of the holders of the Company Common Stock, (f) the filing of the Certificate of Merger with the Delaware Secretary Department of the Treasury of the State of New Jersey pursuant to the DGCLBCA, (dg) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such the Parent Common Stock to be issued in the Merger on the NYSENASDAQ Global Select Market, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject such filings as shall be required to be made with any applicable state securities bureaus or commissions, (i) such consents, authorizations or approvals as shall be required under the Environmental Laws and (j) such other filings, authorizations or approvals as may be set forth in Section 6.1(j), a Prospectus, if required, being approved by 3.4 of the FCACompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) or with any third party are necessary on behalf of the Company or the Company’s Bank in connection with (i1) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or Agreement, (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with Nasdaq and the NYSENew York Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board in connection with the Merger and approval or waiver of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the TCF Disclosure Schedule or Section 4.4 of the Chemical Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (cf) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLDGCL and the Michigan DLRA pursuant to the MBCA, (d) and the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsBank Merger Certificates, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fg) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance issuance of the shares of Chemical Common Stock and New Chemical Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and (h) the approval of the listing of such Parent Chemical Common Stock and New Chemical Preferred Stock (or depositary shares in respect thereof) on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCANasdaq, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub Chemical of this Agreement or (ii) the consummation by each of Parent and Merger Sub Chemical of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, Chemical has no knowledge of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Except for (a) as set forth in Section 4.4(a) of the filing of applications, filings and notices, as applicable, with the NYSEU S WEST Merger Disclosure Schedule, (b) the filing for compliance with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange HSR Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) for the receipt of the Orders of the FCC and state regulatory authorities set forth in Section 4.4(b) of the U S WEST Merger Disclosure Schedule (the "FCC/State Orders"), (d) for the filing of the Certificate of Merger with the Delaware Secretary pursuant of State of the State of Delaware, the Articles of Merger with the Secretary of State of the State of Colorado and appropriate documents with the relevant authorities of other states in which either NV or PCS Holdings is qualified to do business, and (e) for such filings in connection with any state or local Tax which is attributable to the DGCLbeneficial ownership of the owned or leased property used in the operation of the Domestic Wireless Business, if any (dcollectively, "Gains Taxes") (the filing of any notices or other filings under the HSR Actitems in clauses (a) through (e) being collectively referred to herein as "U S WEST Consents"), and such other consentsno Consents, approvals, licenses, permits, orders or authorizations of, or registrations, declarations, notices or filings with, any Governmental Authority or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as Third Party are required to be obtained or made by or obtained under the securities with respect to U S WEST, Media, NV, PCS Holdings or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval any of the listing of such Parent Common Stock Domestic Wireless Subsidiaries (or will be required to be obtained or made by or with respect to the NV/PCS Transferee) on or prior to the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary Closing Date in connection with (iA) the execution execution, delivery and delivery by each of Parent and Merger Sub performance of this Agreement or any of the other Transaction Agreements, the consummation of the transactions contemplated hereby and thereby or the taking by U S WEST, Media, NV or PCS Holdings (or the NV/PCS Transferee) of any other action contemplated hereby or thereby, (B) the continuing validity and effectiveness of, the prevention of any material default or event of withdrawal or dissolution under or the violation of the terms of (i) any material License or Material Contract relating to the operation of NV, PCS Holdings, any Domestic Wireless Subsidiary or, to the knowledge of U S WEST, any Domestic Wireless Investment or (ii) any partnership, joint venture or similar agreement of NV, PCS Holdings or any Domestic Wireless Subsidiary or Domestic Wireless Investment or (C) the consummation by each of Parent and Merger Sub operation of the Merger Domestic Wireless Business following the Closing as conducted on the date hereof, other than, in the case of clauses (A) and (C), Consents that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect with respect to the Domestic Wireless Business or materially impair or delay the ability of U S WEST, Media, NV or PCS Holdings (or the NV/PCS Transferee) to perform their respective obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated herebyhereby and thereby.

Consents and Approvals. Except for as set forth in Section 5.4 of the Parent Disclosure Schedule, no Consents of, or filings or registrations with, any Governmental Entity or any third Person are necessary in connection with (a) the filing execution and delivery by Parent or Merger Subs of applicationsthis Agreement or the Agreement of Merger or (b) the consummation by Parent or Merger Subs of the transactions contemplated hereby and thereby, including the Mergers, except for (i) any notices required to be filed under the HSR Act, (ii) the Consents from, or registrations, declarations, notices or filings and notices, as applicable, made to or with the NYSEFederal FCC, or any Governmental Entity (including State Regulators) and local cable franchise authorities) (other than with respect to securities, antitrust, competition, trade regulation or similar laws), in each case as may be required in connection with this Agreement, the Mergers or the other transactions contemplated by this Agreement and are required in with respect to mergers, business combinations or changes in control of telecommunications companies generally, (biii) the filing with the SEC of the Joint Statement and Proxy Statement/Prospectus (as hereinafter defined) as well as any other filings required to be made with the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under SEC pursuant to the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (civ) the filing of the Certificate Articles of Merger and related certificates with the Delaware California Secretary pursuant to the DGCLCGCL, (dv) the filing of any notices Consents or other filings under the HSR Actapprovals of, and such other consents, approvals, or filings or registrations as may be required under any antitrust with, Governmental Entities or competition Laws of non-U.S. jurisdictionsthird parties, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fvi) such filings and approvals as are may be required to be made or obtained under the state blue sky or securities Laws or “Blue Sky” Laws of various states in connection with the issuance of shares of Parent Share Issuance Stock pursuant to this Agreement and (vii) such filings as may be required to cause the approval shares of the Parent Stock to be issued pursuant this Agreement to be approved for listing of such Parent Common Stock on the NYSENASDAQ Global Select Market, (g) the filings required failure of which to be obtained would not be reasonably expected to result in, individually or in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j)aggregate, a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals. Except for (ai) any notices or filings required by the HSR Act or other Antitrust Law and the termination or expiration of the waiting period under the HSR Act or other Antitrust Law, (ii) the filing of applications, filings any other required applications or notices with any state or foreign agencies of competent jurisdiction and notices, as applicable, with approval of such applications and notices (the NYSE“Other Approvals”), (biii) the filing with the SEC of (A) a proxy statement/prospectus related to the Joint Statement transactions contemplated by this Agreement and the S-4 in which matters to be submitted to the Joint Statement will Unitholders at the Unitholder Meeting (as may be included as a prospectusamended or supplemented from time to time, the “Proxy Statement/Prospectus”), and declaration of effectiveness of the S-4, and (B) such other reports and or filings under the Securities Exchange Act or the Exchange Act, Securities Act as may be required in connection with this Agreement and the transactions contemplated hereunderby this Agreement, (civ) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCLDRULPA and the LLC Act, (dv) the filing of any notices or other filings under the HSR Actconsents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws exemptions in connection with compliance with the rules of non-U.S. jurisdictionsthe NYSE, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fvi) such filings and approvals as are may be required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing of such Parent Common Stock on the NYSEShares pursuant to this Agreement, (gvii) the filings required filings, clearances, consents, notices and approvals set forth in accordance with Part 12 Section 3.5 of the FSMA to obtain the FCA Approval Company Disclosure Letter and (hviii) subject such filings, clearances, consents, notices and approvals as would not reasonably be expected to Section 6.1(jhave a Company Material Adverse Effect (the consents referred to in clauses (i) through (viii), a Prospectus, if required, being approved by the FCA“Company Consents”), no consents or approvals of or filings or registrations with any Governmental Entity or any Third Party are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub the Company Entities of this Agreement or (ii) the consummation by each of Parent and Merger Sub the Company Entities of the Merger and the other transactions contemplated herebyby this Agreement.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the SEC OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the Joint Statement filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the S-4 in which approval of such applications, filings and notices, (d) the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under filing with the Securities Act or and Exchange Commission (the Exchange Act, as may “SEC”) of a proxy statement in definitive form relating to the meeting of Sunshine’s shareholders to be required held in connection with this Agreement and the transactions contemplated hereunderhereby (including any amendments or supplements thereto, (c) the filing “Proxy Statement-Prospectus”), and of the Certificate of Merger registration statement on Form S‑4 in which the Proxy Statement will be included as a prospectus, to be filed with the Delaware Secretary pursuant to SEC by CenterState in connection with the DGCLtransactions contemplated by this Agreement (the “S‑4”) and declaration of effectiveness of the S‑4, (d) the filing of any notices or other filings under the HSR ActCertificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance issuance of the shares of CenterState Common Stock pursuant to this Agreement and the approval of the listing of such Parent CenterState Common Stock on NASDAQ (the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j“Regulatory Approvals”), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity Authority are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub Sunshine of this Agreement or (iiB) the consummation by each of Parent and Merger Sub Sunshine of the Merger and the other transactions contemplated herebyhereby (including the consummation by Savings Bank of the Bank Merger). As of the date hereof, Sunshine is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the SEC FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Joint Statement Company’s shareholders and the S-4 in which the Joint Statement will Parent’s shareholders to be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required held in connection with this Agreement and the transactions contemplated hereunderhereby (the “Proxy Statement”) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (ce) the approval of this Agreement and the Merger by the requisite vote of the shareholders of the Company, (f) the filing of the Certificate of Merger with the Delaware Secretary Department of the Treasury of the State of New Jersey pursuant to the DGCLBCA, (dg) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such the Parent Common Stock to be issued in the Merger on the NYSENASDAQ Global Select Market, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject such filings as shall be required to be made with any applicable state securities bureaus or commissions, (i) such consents, authorizations or approvals as shall be required under the Environmental Laws and (j) such other filings, authorizations or approvals as may be set forth in Section 6.1(j), a Prospectus, if required, being approved by 3.4 of the FCACompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) or with any third party are necessary on behalf of the Company or the Company’s Bank in connection with (i1) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or Agreement, (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, a notification under the HSR Act (as applicable, with the NYSEdefined in Section 6.1(b)), (b) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderParent Stockholder Approval, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing with the SEC of any notices or other filings (i) the Joint Proxy Statement/Prospectus and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the HSR Exchange Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of non-U.S. jurisdictionssuch orders as may be required in connection therewith, (e) approval of the applications, filings, consents and notices, as applicable, set forth in Section 4.4 listing of the Parent Disclosure ScheduleCommon Stock to be issued in the Merger on Nasdaq, (f) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent the Company Common Stock on the NYSEpursuant to this Agreement, (g) any consent of Sprint PCS required pursuant to the filings required in accordance with Part 12 terms of the FSMA to obtain the FCA Approval and Parent Sprint Agreements, (h) subject such filings, authorizations or approvals as may be set forth in Section 4.5 of the Parent Disclosure Schedule, and (i) such consents, approvals, filings or registrations, the failure of which to Section 6.1(j)be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Prospectus, if required, being approved by the FCAMaterial Adverse Effect on Parent, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or with any third party are necessary required to be made or obtained by Parent or any of its Subsidiaries in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of applications, filings filings, certificates and notices, as applicable, with the NYSENASDAQ and the approval of the listing on the NASDAQ of the shares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval or waiver of such applications, filings and notices, (c) the filing of applications, filings, certificates and notices, as applicable, with the OCC in connection with the Bank Merger, including filing of the notice of consummation with the OCC pursuant to the National Bank Act, and approval of such applications, filings and notices, (d) the filing with the SEC of (i) any filings that are necessary under applicable requirements of the Joint Statement Exchange Act and (ii) the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (ce) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents certificates and notices, as applicable, set forth in Section 4.4 of with the Parent Disclosure ScheduleNJ Department, (f) the filing of the First-Step Merger Certificate with the New Jersey Department of Treasury pursuant to the BCA, (g) the filing of the Second-Step Merger Certificates with the Delaware Secretary and the New Jersey Department of Treasury in accordance with the DGCL and the BCA, respectively, (h) the filing of the Bank Merger Certificate and (i) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA pursuant to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCAthis Agreement, no consents or approvals of or filings or registrations with any Governmental Entity or any other third party are necessary in connection with (iA) the execution and delivery by each of Parent and or Merger Sub of this Agreement or Agreement, (iiB) the consummation by each of Parent and or Merger Sub of the Merger Integrated Mergers and the other transactions contemplated hereby, (C) the execution and delivery by Parent Bank of the Bank Merger Agreement or (D) the consummation by Parent Bank of the Bank Merger.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, applicable with the NYSEFederal Reserve Board under the Bank Holding Company Act of 1956, as amended and Bank Merger Act and the approval of such applications and notices, (bii) the filing of applications with the F.D.I.C. under the Bank Merger Act and approval of such applications, (iii) state banking approvals, (iv) the filing with the SEC of the Joint Statement a proxy statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under (v) the Securities Act or approval of this agreement by Purchaser as the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereundersole stockholder of Newco, (cvi) the filing of the Certificate Articles of Merger with the Delaware Secretary pursuant to of State of the DGCLCommonwealth of Massachusetts, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws blue sky laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Purchaser Common Stock on the NYSEpursuant to this Agreement; (viii) such filings, (g) the filings required authorizations or approvals as may be set forth in accordance with Part 12 Section 3.21 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCAPurchaser Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity governmental entity or any third party are necessary in connection with (i1) the execution and delivery by each of Parent Purchaser and Merger Sub Newco of this Agreement or Agreement, (ii2) the consummation by each of Parent Purchaser and Merger Sub Newco of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Newco of the Merger Agreement and (4) consummation of transactions contemplated by the Merger Agreement. The affirmative vote of the holders of the shares of Purchaser Common Stock is not required to approve this Agreement or the transactions contemplated hereby. Purchaser hereby represents to Company that it has no reason to believe that it would be unable to obtain each and every required consent and approval referred to in this SECTION 3.21. The Purchaser will endeavor to obtain such consents and approvals so that the transactions contemplated by this Agreement and the Merger Agreement may be consummated on or prior to February 28, 1996.

Consents and Approvals. Except for No Consent is required in connection with the execution and delivery of this Agreement and each Ancillary Agreement by the Company or the performance by the Company of its obligations hereunder (including the consummation of the Merger) and thereunder, except for: (a) the filing of applications, filings the Notification and noticesReport Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as applicable, with amended (the NYSE, “HSR Act”); (b) the filing with the SEC applicable requirements of the Joint Statement Securities Exchange Act of 1934, as amended, and the S-4 in which rules and regulations promulgated thereunder (the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the “Exchange Act, ”) and as may be required in connection with this Agreement and under applicable state securities or “blue sky” Laws of the transactions contemplated hereunder, United States; (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to of State of the DGCL, State of Delaware; (d) the filing with the SEC of any notices a proxy statement (together with all customary proxy or other filings under materials delivered in connection therewith, the HSR Act, and such other consents, approvals, filings or registrations as may “Proxy Statement”) relating to the meeting of the Shareholders of the Company to be required under any antitrust or competition Laws held to consider the adoption of non-U.S. jurisdictions, this Agreement (the “Company Shareholders Meeting”); (e) the applications, filings, consents Consents required or contemplated under the Advisers Act and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, any Investment Advisory Arrangements; (f) the filings or notices required by, and any approvals required under the rules and regulations of, any self-regulatory organization, including the NASDAQ Stock Market LLC (the “NASDAQ” and, each, a “Self-Regulatory Organization”); and (g) such filings Consents which if not obtained or made would not, individually or in the aggregate, have a Company Material Adverse Effect. Section 3.4 of the Disclosure Letter contains a true and approvals complete list as are of the date hereof of (x) each Consent (including the party from whom such Consent must be obtained) required pursuant to any Investment Advisory Arrangement (each such Consent, an “Advisers Act Consent”), and (y) each Consent required to be made prevent or obtained under waive any put right, right of redemption, termination of the securities investment period, termination of the fund, default or other consequence materially adverse to the Company or any of its Subsidiaries pursuant to any Fund Document (each such Consent, an “Blue Sky” Laws Investor Waiver”), in the case of various states each of (x) and (y), in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement and each Ancillary Agreement by the Company or the performance by the Company of its obligations hereunder and thereunder (ii) including the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyMerger).

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEFDIC and Federal Reserve Board and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the SEC Commissioner of Banking of the Joint Statement State of New Jersey (the "Commissioner") and approval of such applications and notices, (c) the S-4 filing with the Securities and Exchange Commission (the "SEC") of a proxy statement in which definitive form relating to the Joint Statement will be included as a prospectus, and declaration of effectiveness meeting of the S-4Company's shareholders (and, and such reports and filings under if determined by the Securities Act or Buyer to be necessary, the Exchange Act, as may meeting of the Buyer's shareholders) to be required held in connection with this Agreement and the transactions contemplated hereunderhereby (the "Proxy Statement") and the filing and declaration of effectiveness of the registration statement on Form S-4 (the "S-4") in which the Proxy Statement will be included as a prospectus, (cd) the approval of this Agreement by the requisite vote of the shareholders of the Company, (e) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure ScheduleOCC Notice, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent the Buyer Common Stock to be issued in the Merger on the NYSENasdaq/NMS, (g) the such filings as shall be required in accordance to be made with Part 12 of the FSMA to obtain the FCA Approval and any applicable state securities bureaus or commissions, (h) subject such consents, authorizations, approvals or exemptions under the Environmental Laws (as defined in Section 3.17) and notices and filings with the Internal Revenue Service (the "IRS") or the Pension Benefit Guaranty Corporation (the "PBGC") with respect to employee benefit plans as are described in Section 6.1(j)3.4 of the Company Disclosure Schedule and (i) such other filings, a Prospectus, if required, being approved by authorizations or approvals as may be set forth in Section 3.4 of the FCACompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") or with any third party are necessary in connection with (i1) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (ii) the filing of any requisite applications with the OCC and the approval of such applications, (iii) the filings with respect to the State Approvals (including receipt of such State Approvals), (iv) the filing of any requisite applications with the Office of Thrift Supervision and the approval of such applications, (v) approval of the listing of the Parent Capital Stock to be issued in the Merger on the NYSE, (bvi) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Statement will be included as a prospectus, filing and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (cvii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fviii) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the issuance of the shares of Parent Share Issuance Capital Stock pursuant to this Agreement, (ix) the adoption of the agreement of merger (within the meaning of Section 251 of the DGCL) contained in this Agreement by the requisite vote of the stockholders of Subject Company and the approval of the listing Parent Vote Matters by the requisite votes of such Parent Common Stock on the NYSEstockholders of Parent, (gx) the filings required in accordance with Part 12 filing of the FSMA appropriate documents necessary to cause the Charter Amendment to become effective with the Secretary of State of the State of Delaware, (xi) the consents and approvals set forth in Section 4.4 of the Parent Disclosure Schedule, and (xii) the consents and approvals of third parties which are not Governmental Entities, the failure of which to obtain the FCA Approval will not have and (h) subject would not be reasonably expected to Section 6.1(j), have a Prospectus, if required, being approved by the FCAMaterial Adverse Effect, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub of this Agreement or the Parent Documents and (iiB) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyhereby and thereby.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE, (b) the filing with the SEC Each of the Joint Statement Company, Parent and the S-4 in which the Joint Statement will Purchaser shall use its reasonable best efforts to: (i) take, or cause to be included as a prospectustaken, all appropriate action, and declaration do, or cause to be done, all things necessary, proper or advisable under any applicable Law or otherwise to cause the fulfillment of effectiveness of all conditions to the S-4Transactions and to consummate and make effective the Transactions as promptly as practicable; (ii) obtain from any Governmental Entities any consents, and such reports and filings under the Securities Act licenses, permits, waivers, clearances, approvals, waiting period terminations, authorizations or orders required to be obtained or made by Parent, Purchaser or the Exchange ActCompany or any of their respective Subsidiaries, as may be required in connection with the authorization, execution and delivery of this Agreement and the transactions contemplated hereunder, (c) the filing consummation of the Certificate Transactions; (iii) make or cause to be made the applications or filings required to be made by Parent, Purchaser or the Company or any of Merger their respective Subsidiaries under or with respect to the HSR Act or any other applicable Laws in connection with the Delaware Secretary pursuant authorization, execution and delivery of this Agreement and the consummation of the Transactions, and pay any fees due in connection with such applications or filings (it being understood that the Company and Parent shall each pay one-half of such fees), as promptly as is reasonably practicable, and in any event within five Business Days, with respect to the DGCL, (d) the filing of any notices applications or other filings under the HSR Act, and within 10 Business Days, with respect to applications or filings under any other competition Laws, after the date hereof or sooner if required by Law; (iv) comply at the earliest practicable date with any request under or with respect to the HSR Act and any such other consentsapplicable Laws for additional information, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in connection with such applications or filings or the Transactions; and (v) reasonably coordinate and cooperate with each other party in the making of any applications or filings (including furnishing any information the other party may require in order to make any such application or filing), or obtaining any approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Transactions under the HSR Act or any other competition Laws. Notwithstanding anything to the contrary, neither Parent Share Issuance and nor Purchaser (nor any of their respective Affiliates) shall have any obligation to (A) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the approval sale, divestiture, holding separate, license or other disposition of any assets or businesses (including any assets or business of the listing Company or any of its Subsidiaries); or (B) otherwise take or commit to take any actions that would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets. Neither the Company nor any of its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its affiliates, unless such Parent Common Stock requirement, condition, understanding, agreement or order is binding on the NYSE, (g) Company only in the filings required in accordance with Part 12 event that the Closing occurs. Each of the FSMA Company and Parent shall promptly inform the other of any material communication with, and proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such application or filing. If a party hereto intends to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents participate in any meeting or approvals of or filings or registrations conference call with any Governmental Entity are necessary in connection with (i) respect to any such filings, investigations or other inquiry, then such party shall give the execution other party reasonable prior notice of such meeting or conference call and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub invite Representatives of the Merger and other party to participate in the other transactions contemplated herebymeeting or conference call with the Governmental Entity unless prohibited by such Governmental Entity.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the HOLA and approval of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the OCC, the FDIC and the DFS, in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (cf) the filing of the Charter Amendment and the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) and the filing of any notices or other filings under the HSR Act, Bank Merger Certificates and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fg) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Share Issuance Common Stock pursuant to this Agreement and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, Parent is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSEFRB under the BHC Act and approval of the applications, filings and notices, (b) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of the applications, filings, and notices, (c) the filing of any required applications, filings, and notices, as applicable, with any governmental agency that has authority over the mortgage production and sale business of SYBT (inclusive of Xxxxxx Xxx and Xxxxxxx Mac), and approval of the applications, filings, and notices, (d) the filing of applications, filings and notices, as applicable, with the KDFI in connection with the Merger and the Bank Merger and approval of the applications, filings and notices, (e) the filing with the SEC of the Joint Statement and the S-4 (in which the Joint Proxy Statement will be included as a prospectus), and declaration by the SEC of the effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (cf) the filing of the Certificate Articles of Merger with the Delaware Kentucky Secretary pursuant to the DGCLKBCA, (d) and the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsBank Merger Certificates, (eg) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance issuance of the shares of SYBT Common Stock pursuant to this Agreement, (h) the filing of applications, filings and notices, as applicable, with any SRO, (j) any approvals and notices required with respect to the SYBT Common Stock to be issued as part of the Merger Consideration under the rules of NASDAQ, and (k) the approval of the listing Nevada Division of such Parent Common Stock on Insurance with respect to the NYSE, (g) the filings required change in accordance with Part 12 control of the FSMA to obtain Captive Subsidiary (the FCA Approval and (h) subject to Section 6.1(j“Captive Subsidiary”), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and SYBT or Merger Sub Subsidiary of this Agreement or (ii) the consummation by each of Parent and SYBT or Merger Sub Subsidiary of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, SYBT is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

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

Consents and Approvals. Except for (a) the filing filings of applications, filings applications and notices, as applicable, with the NYSEstate insurance authorities set forth in Section 3.4 of the Company Disclosure Schedule, and approval of such applications and notices, (b) the filing of any required applications with the Federal Deposit Insurance Corporation (the “FDIC”), the California Department of Financial Institutions, and any other federal, foreign or state banking, consumer finance, insurance or other foreign, federal or state insurance or other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) set forth in Section 3.4 of the Company Disclosure Schedule, and approval of or non-objection to such applications, filings and notices (the items described in clauses (a) and (b), the “Regulatory Approvals”), (c) the filing with the SEC of a Proxy Statement in definitive form relating to the Joint Statement meeting of Company’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement Form S-4 and the transactions contemplated hereunder, (c) the filing and effectiveness of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLregistration statement contemplated by Section 1.5(i), (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws Articles of non-U.S. jurisdictionsMerger with the SCC pursuant to the VSCA, (e) any notices or filings required under the applications, filings, consents and noticesXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as applicable, set forth in Section 4.4 amended (the “HSR Act”) and the antitrust laws and regulations of the Parent Disclosure Schedule, any foreign jurisdiction and (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Share Issuance Common Stock pursuant to this Agreement and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub Company of the Merger and the other transactions contemplated herebyby this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Company of this Agreement.

Consents and Approvals. Except for (a) On or as promptly as practicable after the filing date hereof, the Selling Parties shall cause Parent to deliver notice (a copy of applications, filings and noticeswhich will be furnished to Buyer) to the Federal Trade Commission, as applicablerequired under that certain order, with dated June 17, 1998, to which Parent is subject (the NYSE"CONSENT DECREE"). The Selling Parties and Buyer shall each use all commercially reasonable efforts to obtain, (b) and in the filing with the SEC case of the Joint Statement Selling Parties, cause Parent and the S-4 in which the Joint Statement will be included as a prospectusPartnership Entities to obtain, all necessary consents, waivers, authorizations and declaration approvals of effectiveness all Governmental Authorities and of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be all other Persons required in connection with the execution, delivery and performance by such party of this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings. If the parties agree that a filing is required, each party shall (i) file or cause to be filed, as promptly as practicable (and in any event within five (5) business days after the execution and delivery of this Agreement), with the Federal Trade Commission and the United States Department of Justice, all reports and other documents required to be filed by such party under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX XXX") concerning the transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the Federal Trade Commission or the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereunderhereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. Each party agrees to request, (c) the filing of the Certificate of Merger and to cooperate with the Delaware Secretary pursuant to the DGCLother party in requesting, (d) the filing early termination of any notices or other filings applicable waiting period under the HSR Act. The costs of any filing fees required in connection with any HSR filing shall be borne equally between Buyer, on the on hand, and such the Selling Parties, on the other hand; provided, however, that any and all costs and expenses otherwise incurred by any of the parties in connection with obtaining any necessary consents, waivers, authorizations and approvals hereunder shall be borne solely by the party required to obtain or deliver such consents, waivers, authorizations and approvals; provided, filings or registrations as may be required under further, any antitrust or competition Laws and all costs and expenses incurred by any of non-U.S. jurisdictions, (e) the applications, filingsparties in connection with obtaining the waivers, consents and notices, as applicable, set forth amendments referred to in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to 5.13 hereunder shall be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved borne by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebySelling Parties.

Consents and Approvals. Except for (a) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, non-U.S. and state securities authorities, FINRA and other SROs, (b) the filing of applications, filings a notification and notices, as applicable, with report form under the NYSEHSR Act and the termination or expiration of applicable waiting periods under the HSR Act, (bc) the filing with the SEC of the Joint Statement proxy statement in a definitive form relating to each of the Company Stockholders Meeting and the Parent Stockholders Meeting (the “Joint Proxy Statement”) and of a registration statement on Form S-4 pursuant to which the shares of Parent Common Stock issuable in the Merger will be registered with the SEC (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (cd) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (de) the filing of any notices or other filings under the HSR Actconsents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) exemptions in connection with compliance with the applications, filings, consents and notices, as applicable, set forth in Section 4.4 listing rules of the Parent Disclosure ScheduleNYSE or Nasdaq, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Securities Laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Common Stock on the NYSE, pursuant to this Agreement (g) such other consents, approvals, filings and registrations the filings required in accordance with Part 12 failure of the FSMA which to obtain or make would not, individually or in the FCA Approval aggregate, reasonably be expected to have a Material Adverse Effect on the Company and (h) subject to the matters set forth on Section 6.1(j), a Prospectus, if required, being approved by 3.3 of the FCACompany Disclosure Schedule, no consents or approvals approval of or filings or registrations with or notice to any Regulatory Agency or Governmental Entity or any other Person are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or and (ii) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated herebyby this Agreement.

Consents and Approvals. Except No notices, applications or other filings are required to be made by it or any of its Subsidiaries with, nor are any consents, approvals, registrations, permits, expirations of waiting periods or other authorizations required to be obtained by it or any of its Subsidiaries from, any Governmental Authority or third party in connection with the execution, delivery or performance by it of this Agreement or the consummation of the transactions contemplated hereby, except for (a1) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods, required by federal and state banking authorities, including applications and notices to the Federal Reserve Board under the BHC Act, to the Office of Thrift Supervision under HOLA, and applications and notices to the New York State Banking Department or Banking Board under the NYBL, (2) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, state securities authorities and the NASD, (3) filing of applications, filings the Registration Statement and notices, as applicable, Proxy Statement with the NYSESEC, (b) the filing with and declaration by the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings Registration Statement under the Securities Act or the Exchange Act, as may be required (4) receipt of the shareholder approval described in connection with this Agreement and the transactions contemplated hereunderSection 5.3(e), (c5) the filing of the Certificate of Merger with the Secretary of State of Delaware Secretary pursuant to the DGCL, and (d6) the filing with NYSE to obtain the listing authorizations contemplated by this Agreement. As of the date hereof, it is not aware of any notices or other filings under the HSR Act, and such other reason why all necessary consents, approvals, filings or registrations as may permits and other authorizations will not be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth received in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required order to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the permit consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (ai) the filing of applications, filings a notification and notices, as applicable, with report form under the NYSEHSR Act and the termination or expiration of the waiting period under the HSR Act, (bii) the filing of any other required applications or notices with any state or foreign agencies and approval of such applications and notices (the "Other Approvals"), (iii) the filing with the SEC of a joint proxy statement/prospectus relating to the Joint Statement matters to be submitted to Valero's stockholders at the Valero Stockholders Meeting and the S-4 in which matters to be submitted to UDS's stockholders at the Joint Statement will be included as a UDS Stockholders Meeting (such joint proxy statement/prospectus, and declaration any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and a registration statement on Form S-4 with respect to the issuance of effectiveness of Valero Common Stock in the Merger (such Form S-4, and such reports and filings under any amendments or supplements thereto, the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder"Form S-4"), (civ) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLMerger, (dv) the filing of any notices or other filings under the HSR Actconsents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws exemptions in connection with compliance with the rules of non-U.S. jurisdictionsthe NYSE, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fvi) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing of such Parent Valero Common Stock on pursuant to this Agreement (the NYSEconsents, approvals, filings and registration required under or in relation to the foregoing clauses (gii) though (vi) being referred to as "Necessary Consents") and (vii) such other consents, approvals, filings and registrations the filings required in accordance with Part 12 failure of the FSMA which to obtain or make would not reasonably be expected to have a Material Adverse Effect on UDS or the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCASurviving Corporation, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a "Governmental Entity Entity") are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub UDS of this Agreement or and (iiB) the consummation by each of Parent and Merger Sub UDS of the Merger and the other transactions contemplated herebyby this Agreement.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, a notification under the HSR Act (as applicable, with the NYSEdefined in Section 6.1(b)), (b) the Company Stockholder Approval, (c) the filing with the SEC Securities and Exchange Commission (the "SEC") of (i) the Joint Proxy Statement/Prospectus (as defined in Section 6.1(a) hereof) and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Joint Statement and Securities Exchange Act of 1934, as amended (the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereunderhereby and the obtaining from the SEC of such orders as may be required in connection therewith, (cd) the consent of Sprint Communications Company, L.P., Sprint Spectrum L.P. and WirelessCo, L.P. (collectively, "Sprint PCS") required pursuant to the terms of the Company Sprint Agreements (as defined herein), (e) such filings, authorizations or approvals as may be set forth in Section 3.5 of the Company Disclosure Schedule, (f) the filing of the Certificate of Merger with the Delaware Secretary pursuant to under the DGCL, and (dg) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, no consents or approvals of, or filings or registrations as may be required under with, any antitrust court, agency or competition Laws of non-U.S. jurisdictions, commission or other governmental authority or instrumentality (eeach a "Governmental Entity") the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as or with any third party are required to be made or obtained under by the securities Company or “Blue Sky” Laws any of various states its Subsidiaries in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or (ii) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (ai) the filing of applications, filings any required applications or notices with governmental agencies or authorities as set forth in Schedule 3.4 of the Company Disclosure Schedule and notices, as applicable, with approval of such applications and notices (the NYSE"REGULATORY APPROVALS"), (bii) the filing with the SEC of the Joint Statement and Form S-4 (as defined in Section 6.1(a)) containing the S-4 Proxy Statement/Prospectus (as defined in which Section 6.1(a)), (iii) the Joint Statement will be included as a prospectus, and declaration of effectiveness filing of the S-4Articles of Merger with the Secretary of State of the State of Minnesota pursuant to the MBCA, and (iv) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (v) the Company Shareholder Approval, (vi) the filing with the SEC of such reports and filings under the Securities Exchange Act or of 1934, as amended (the Exchange Act"EXCHANGE ACT"), as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereunder, hereby and (cvii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or and registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA failure to obtain which would not, individually or in the FCA Approval and (h) subject aggregate, reasonably be expected to Section 6.1(j), result in a Prospectus, if required, being approved by the FCAMaterial Adverse Effect on Company, no consents or approvals of or filings or registrations with any Governmental Entity court, administrative agency or commission or other governmental or regulatory authority or instrumentality (each a "GOVERNMENTAL ENTITY"), are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub Company of this Agreement or (ii) the Receivables Agreements or the consummation by each of Parent and Merger Sub Company of the Merger and the other transactions contemplated herebyhereby or thereby. Company has no reason to believe that any regulatory approvals or consents required to consummate the transactions contemplated by this Agreement (the "REQUISITE REGULATORY APPROVALS") will not be obtained on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSENYSE and the London Stock Exchange (the “LSE”), (b) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Joint Statement Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 3.4 of the Parent Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval Approval”) and (h) subject to Section 6.1(j), a Prospectusprospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCAFCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or (ii) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) Subject to the filing terms and conditions of applicationsthis Agreement and applicable law, filings each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and noticesto do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as applicablesoon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in this Agreement to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with the NYSE, and provide reasonable assistance to each other in (bi) the preparation and filing with the SEC Commission of the Joint Registration Statement, the Proxy Statement and any necessary amendments or supplements to any of the S-4 foregoing; (ii) seeking to have such Proxy Statement cleared by the Commission and such Registration Statement declared effective by the Commission, in which each case as soon as reasonably practicable after filing thereof; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the Joint Statement will be included as a prospectustransactions contemplated by this Agreement and the other Transaction Documents; (iv) using its best commercially reasonable efforts to obtain all required consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other 57 permissions or actions by, and declaration of effectiveness to give all required notices to and to make all required Filings with and applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the S-4conditions to each other party's obligation to consummate such transactions to be fully satisfied; (v) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by any Governmental Authority pursuant to the HSR Act and cooperating with each other party in complying with the requirements of the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Authority (an "Injunction") preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents; (vii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates, and such reports making all applications and filings under the Securities Act or the Exchange Actfilings, as may be necessary or reasonably requested in connection with any of the foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in the preceding sentence, (A) the parties and their respective Affiliates shall not be required to (i) pay any consideration, except filing fees; (ii) surrender, modify or amend in any respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, in each case to the extent that doing so would be adverse or burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with this Agreement and the transactions contemplated hereunderAgreement, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and party shall provide the other transactions contemplated herebyparties with drafts thereof and afford the other parties a reasonable opportunity to comment on such drafts.

Consents and Approvals. Except for (a) Subject to the filing terms and conditions of applicationsthis Agreement and applicable law, filings each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and noticesto do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as applicablesoon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in this Agreement to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with the NYSE, and provide reasonable assistance to each other in (bi) the preparation and filing with the SEC Commission of the Joint Registration Statement, the Proxy Statement and any necessary amendments or supplements to any of the S-4 foregoing; (ii) seeking to have such Proxy Statement cleared by the Commission and such Registration Statement declared effective by the Commission, in which each case as soon as reasonably practicable after filing thereof; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the Joint Statement will be included as a prospectustransactions contemplated by this Agreement and the other Transaction Documents; (iv) using its best commercially reasonable efforts to obtain all required consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permissions or actions by, and declaration of effectiveness to give all required notices to and to make all required Filings with and applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the S-4conditions to each other party's obligation to consummate such transactions to be fully satisfied; (v) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by any Governmental Authority pursuant to the HSR Act and cooperating with each other party in complying with the requirements of the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Authority (an "Injunction") preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents; (vii) providing all such information about such 40 party, its Subsidiaries and its officers, directors, partners and Affiliates, and such reports making all applications and filings under the Securities Act or the Exchange Actfilings, as may be necessary or reasonably requested in connection with any of the foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in the preceding sentence, (A) the parties and their respective Affiliates shall not be required to (i) pay any consideration, except filing fees; (ii) surrender, modify or amend in any respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, in each case to the extent that doing so would be adverse or burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with this Agreement and the transactions contemplated hereunderAgreement, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and party shall provide the other transactions contemplated herebyparties with drafts thereof and afford the other parties a reasonable opportunity to comment on such drafts.

Consents and Approvals. Except for (a) the filing of applications, filings and applications or notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended (the "BHC Act") and approval of such applications or notices, (b) the filing of an application with the FDIC under the Bank Merger Act and approval of such application, (c) the filing of applications or notices, as applicable, with the Office of Thrift Supervision (the "OTS") and the approval of such applications or notices, (d) the filing of applications or notices, as applicable, with the Commissioner of Financial Regulation of the State of Maryland (the "Commissioner") and approval of such applications or notices, (e) the filing with the SEC of a joint proxy statement in definitive form relating to the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness meetings of the S-4, Company's stockholders and such reports and filings under the Securities Act or the Exchange Act, as may Buyer's stockholders to be required held in connection with this Agreement and the transactions contemplated hereunderhereby (the "Proxy Statement"), (cf) the approval of this Agreement by the requisite vote of the stockholders of the Company, (g) the filing of the Certificate Articles of Merger with the Delaware Secretary Department pursuant to the DGCLMGCL, (dh) the filing filings required by the Bank Merger Agreement, (i) the approval of any notices or other filings under the HSR ActBank Merger Agreement by the Company as the sole stockholder of the Bank, and (j) such other consentsfilings, approvals, filings authorizations or registrations approvals as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 3.4 of the Parent Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization, as defined in Section 3(a)(26) of the Exchange Act (each a "Governmental Entity Entity"), or with any third party are necessary on behalf of the Company in connection with (i1) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or Agreement, (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Bank of the Bank Merger Agreement, and (4) the consummation by the Bank of the Subsidiary Merger.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEFRB and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the OCC and approval of such applications and notices, (e) the filing with the SEC of the Joint Proxy Statement and the filing of the S-4 in which with the Joint Statement will be included as a prospectus, SEC and the declaration by the SEC of effectiveness of the S-4, and such reports and filings under (f) the Securities Act or approval of the Exchange Act, as may be required in connection with this Agreement and Parent Shareholder Matters by the transactions contemplated hereunderrequisite vote of the shareholders of Parent, (cg) the filing of the Certificate of Merger and the Amended and Restated Certificate of Incorporation with the Delaware Secretary Department of the Treasury of the State of New Jersey pursuant to the DGCLBCA, (dh) approval of the filing listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any notices applicable state securities bureaus or other filings commissions, (j) such consents, authorizations or approvals as shall be required under the HSR Act, Environmental Laws and (k) such other consentsfilings, approvals, filings authorizations or registrations approvals as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party (other than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on Parent) are necessary on behalf of Parent or Parent’s Bank in connection with (i1) the execution and delivery by each of Parent and Merger Sub of this Agreement or Agreement, (ii2) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing Surface Transportation Board's exemption or approval of applications, filings the Merger and notices, as applicable, with the NYSESupport Agreement and the Canadian Transportation Administration's approval of the Merger (the "REGULATORY APPROVALS"), (bii) the filing with the SEC Securities and Exchange Commission (the "SEC") of the Joint Schedule 14A containing the Proxy Statement and the S-4 in which the Joint Statement will be included (as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderdefined herein), (ciii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCL, (div) the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (v) the Company Stockholder Approval, (vi) the filing with the SEC of any notices or other filings such reports under the HSR ActSecurities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, (vii) the third party consents set forth on Section 3.4 of the Company Disclosure Schedule (the "THIRD PARTY CONSENTS") and (viii) such other consents, approvals, filings or and registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA failure to obtain which could not, individually or in the FCA Approval and (h) subject aggregate, reasonably be expected to Section 6.1(j), result in a Prospectus, if required, being approved by the FCAMaterial Adverse Effect on Company, no consents or approvals of or filings or registrations with any Governmental Entity court, administrative agency or commission or other governmental or regulatory authority or instrumentality (each a "GOVERNMENTAL ENTITY"), or of or with any Regulatory Agency (as defined in Section 3.5) or other third party, are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub Company of this Agreement or (ii) and the consummation by each of Parent and Merger Sub Company of the Merger and the other transactions contemplated herebyby this Agreement. To the best knowledge of Company, there is no reason to believe that the Regulatory Approvals and Third Party Consents required to consummate the transactions contemplated by this Agreement (the "REQUISITE APPROVALS") cannot be obtained on a timely basis.

Consents and Approvals. Except 3.3.1. Subject to the allocation of responsibility set forth in Section 3.3.2, RMO agrees to, and agrees to cause the Companies or Subsidiaries, as the case may be, to apply for and use commercially reasonable efforts to obtain no later than at the Closing (a) the filing of applications, filings and notices, as applicable, with the NYSERegulatory Approval, (b) the filing with the SEC waiver, consent and approval of the Joint Statement all Persons whose waiver, consent or approval is required by Law for each Company’s and the S-4 in which the Joint Statement will be included as a prospectus, Shareholder’s execution and declaration delivery of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the Shareholders’ and each Company’s or Subsidiary’s consummation of the transactions contemplated hereunderherein, and (c) the filing waiver, consent and approval of all Persons whose waiver, consent or approval is required by any Material Contract, Real Property Lease, consent, judgment, decree, order or Permit to which the Shareholders, the Companies, or Subsidiaries is a party or subject immediately prior to the Closing, and which would prohibit or require the waiver, consent or approval of any Person to, such transactions or under which, without such waiver, consent or approval, such transactions would constitute an occurrence of Default under the provisions thereof, provided, however, that neither RMO nor the Companies or Subsidiaries shall make any agreements or understandings adversely affecting the Assets or the Companies or Subsidiaries, or their business, as a condition to obtaining any waivers, consents or approvals required by this Section 3.3.1, except as otherwise provided herein or with the prior written consent of Parent, and further provided that if RMO fails to obtain any consents that are required under this Section 3.3 prior to Closing (except any required governmental consents, consents of lenders or consents relating to any of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLpipelines), (d) the filing of any notices or other filings such failure shall not be deemed a Default under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required this Agreement and/or cause this Agreement not to be made or obtained under consummated so long as the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA failure to obtain the FCA Approval and (h) subject to Section 6.1(j), consent does not have a Prospectus, if required, being approved by Material Adverse Effect on the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub consummation of this Agreement Agreement, the Company, the Subsidiaries, or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyAssets.

Consents and Approvals. Except Assuming all filings required under the Antitrust Laws are made and any waiting periods thereunder have been terminated or expired and receipt of all approvals, authorizations or consents thereunder, no consent of or filing with any Governmental Entity, which has not been received or made, is necessary or required with respect to MIC or Seller in connection with the execution and delivery of this Agreement by MIC or Seller, the performance by MIC or Seller of its obligations under this Agreement or the consummation by MIC or Seller of the transactions contemplated by this Agreement, except for (a) the filing consents, approvals, authorizations, declarations, registrations, filings, Orders or notices set forth in Section 3.3 of applications, filings the Company Disclosure Letter and notices, as applicable, with the NYSE, (b) any other consents, approvals, authorizations, declarations, registrations, filings, Orders or notices which, if not made or obtained, would not reasonably be expected to, individually or in the filing aggregate, prevent, materially delay or materially impair MIC’s or Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby. Section 3.4 Broker’s or Finder’s Fees. Except for the fees of Lazard Frères & Co. LLC and Evercore Group, LLC (collectively, the “Financial Advisors”) (whose fees and expenses shall be paid by MIC in accordance with its agreements with the SEC Financial Advisors), no agent, broker, Person or firm acting on behalf of MIC or Seller is, or shall be, entitled to any broker’s fees, finder’s fees or commissions from such party or any of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required other parties hereto in connection with this Agreement and or any of the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in hereby. Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby.3.5

Consents and Approvals. Except for (a) the filing of any required applications, filings, and notices, as applicable, with the FDIC in connection with the Merger and Bank Combination, and approval of or non-objection to such applications, filings and notices, (b) the filing of any required applications, filings and notices, as applicable, with the NYSEDirector of the Rhode Island Department of Business Regulation, Division of Banks and the Commissioner of the Connecticut Banking Department in connection with the Merger and approval of such applications, filings and notices, (bc) the filing of any required applications, filings and notices, as applicable, with the Director of the Rhode Island Department of Business Regulation, Division of Banks and the Commissioner of the Connecticut Banking Department in connection with the Bank Combination and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with FINRA and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderProxy Statement, (cf) the filing of the Certificate Articles of Merger with the Delaware Secretary SDAT pursuant to the DGCLMGCL, (dg) the filing of any notices or other filings under the HSR Act, and such other consents, approvalsrequired applications, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 with the Federal Reserve Board and approval or waiver or non-objection of the Parent Disclosure Schedulesuch applications, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSEnotices, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j)the receipt by Seller of the Requisite Seller Vote and (i) the approval, a Prospectuseffective as of the Effective Time, if required, being approved by the FCABoard of Directors of the Surviving Corporation and the Board of Trustees of Buyer of the Dissolution, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub Buyer of this Agreement or (ii) the consummation by each Buyer of Parent the transactions contemplated hereby (including the Merger, Bank Combination and Merger Sub Dissolution). As of the date hereof, Buyer is not aware of any reason why the necessary regulatory approvals and consents will not be received by Buyer to permit consummation of the Merger and the other transactions contemplated herebyon a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE, (b) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCLAct, (b) the filing of an amendment to the Company Charter to effect the Reverse Split, (b) compliance with any applicable requirements of the HSR Act and any other Laws analogous to the HSR Act existing in foreign jurisdictions (together with the HSR Act, “Antitrust Laws”), (c) the filing with the SEC of a proxy statement relating to the Stockholders Meeting (the “Proxy Statement”), and filings required by the applicable requirements of the Securities Act or Exchange Act, (d) such filings with and approvals of The NASDAQ Stock Market, LLC (“NASDAQ”) to permit the filing shares of any notices or other filings under Company Common Stock that are to be issued in the HSR Act, Merger to be listed and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsissued on NASDAQ, (e) receipt of such consents from, or registrations, declarations, notices or filings made to or with State PSCs as are required in order to effect the applications, filings, consents and notices, as applicable, set forth in Section 4.4 transfer of control of the Parent Disclosure ScheduleCompany Licenses or as are otherwise necessary to consummate the Merger and other Transactions, including the Financing (the “Company State Approvals”), and (f) receipt of such consents from, or registrations, declarations, notices or filings and approvals made to or with the FCC as are required to be made or obtained under in order to effect the securities or “Blue Sky” Laws transfer of various states in connection with the Parent Share Issuance and the approval control of the listing of such Parent Common Stock on Company Licenses or as are otherwise necessary to consummate the NYSETransactions, including the Financing (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j“Company FCC Approval”), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with or notifications to any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and the Company or Merger Sub of this Agreement or and (ii) the consummation by each of Parent and the Company or Merger Sub of the Merger and Transactions except as would not reasonably be expected to have, individually or in the other transactions contemplated herebyaggregate, a Company Material Adverse Effect.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with NASDAQ and the NASDAQ Capital Market, (ii) the filing of any required applications, filings and notices, as applicable, with (1) the NYSEFederal Reserve Board under the BHC Act, (b2) the FDIC under the Bank Merger Act, (3) the Oregon Director and (4) the WDFI, and approval of the foregoing applications, filings and notices, (iii) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (civ) the filing of the Certificate Articles of Merger (which shall include the Articles Amendment) with the Delaware Washington Secretary pursuant to the DGCL, (d) WBCA and the Oregon Secretary pursuant to the OBCA and the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsBank Merger Certificates, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Umpqua Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA pursuant to obtain the FCA Approval this Agreement and (hvi) subject such filings as are required to Section 6.1(j), a Prospectus, if required, being approved by be made under the FCAExchange Act, no material consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub Umpqua of this Agreement or (iiB) the consummation by each of Parent and Merger Sub Umpqua of the Merger, the Bank Merger and the other transactions contemplated hereby. As of the date of this Agreement, Umpqua has no knowledge of any reason why any of the Requisite Regulatory Approvals should not be granted on a timely basis.

Consents and Approvals. Except for (ai) the filing Surface Transportation ---------------------- Board's exemption or approval of applications, filings the Merger and notices, as applicable, with the NYSESupport Agreement and the Canadian Transportation Administration's approval of the Merger (the "Regulatory Approvals"), (bii) the filing with the SEC Securities and Exchange Commission (the "SEC") of the Joint Schedule 14A containing the Proxy Statement and the S-4 in which the Joint Statement will be included (as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderdefined herein), (ciii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCL, (div) the expiration of any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (v) the Company Stockholder Approval, (vi) the filing with the SEC of any notices or other filings such reports under the HSR Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, (vii) the third party consents set forth on Section 3.4 of the Company Disclosure Schedule (the "Third Party Consents") and (viii) such other consents, approvals, filings or and registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA failure to obtain which could not, individually or in the FCA Approval and (h) subject aggregate, reasonably be expected to Section 6.1(j), result in a Prospectus, if required, being approved by the FCAMaterial Adverse Effect on Company, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality (each a "Governmental Entity Entity"), or of or with any Regulatory Agency (as defined in Section 3.5) or other third party, are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub Company of this Agreement or (ii) and the consummation by each of Parent and Merger Sub Company of the Merger and the other transactions contemplated herebyby this Agreement. To the best knowledge of Company, there is no reason to believe that the Regulatory Approvals and Third Party Consents required to consummate the transactions contemplated by this Agreement (the "Requisite Approvals") cannot be obtained on a timely basis.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the filing expiration of applicationsrelated waiting periods required by, federal and state banking authorities, including filings and notices, as applicable, notices with the NYSEFederal Reserve, the MDOB and the WDFI, (bii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Joint Statement meeting of the Company’s stockholders to be held in connection with this Agreement and the S-4 transactions contemplated hereby and of the Registration Statement in which the Joint Statement such proxy statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (ciii) the filing of the Certificate Articles of Merger with the Delaware Montana Secretary pursuant to the DGCLMBCA and the Washington Secretary pursuant to the WBCA, (d) the filing of any notices a certificate for the Bank Merger with the MDOB and the filing of a notice for the Bank Merger with the WDFI, (iv) filing with The Nasdaq Stock Market LLC of a notification or other filings under application of the HSR Actlisting of the shares of Purchaser Common Stock to be issued in the Merger, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Purchaser Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA pursuant to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCAthis Agreement, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary required to be made or obtained in connection with (i) the execution and delivery by each of Parent and Merger Sub Purchaser of this Agreement or (ii) the consummation by each of Parent and Merger Sub Purchaser of the Merger and the other transactions contemplated herebyby this Agreement, including the Bank Merger. As of the date hereof, Purchaser has no Knowledge of any reason pertaining to Purchaser why any of the approvals referred to in this Section 3.3(f) should not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Except No consents or approvals of, or filings or registrations with, any Governmental Authority are necessary in connection with (i) the execution and delivery by the NTI Parties of this Agreement or (ii) the consummation by the NTI Parties of the Merger Transactions, except for (aA) the filing of applications, filings any required applications or notices with any state agencies of competent jurisdiction and approval of such applications or notices, as applicable, with the NYSE, (bB) the filing with the SEC of (1) a proxy statement relating to the Joint Statement and matters to be submitted to the NTI Unitholders at the NTI Meeting, (2) a registration statement on Form S-4 in which with respect to the Joint Statement will be included as a prospectus, and declaration issuance by WNR of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required New Common Stock in connection with the Merger (such registration statement and any amendments or supplements thereto, the “Registration Statement,” and the proxy statement/prospectus included in such Registration Statement and any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and (3) a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the approval of this Agreement by the NTI Unitholders and the transactions contemplated hereunderMerger Transactions (as amended or supplemented, the “Schedule 13E-3”) (cC) the filing of the Certificate of Merger with the Delaware Secretary pursuant to of State of the DGCLState of Delaware, (dD) the filing of any notices or other filings under the HSR Actconsents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws exemptions in connection with compliance with the rules of non-U.S. jurisdictionsthe NYSE, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fE) such filings and approvals as are may be required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing of such Parent New Common Stock on the NYSEpursuant to this Agreement, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (hF) subject to Section 6.1(j)such other consents, a Prospectusauthorizations, if requiredapprovals, being approved by the FCA, no consents or approvals of or filings or registrations the absence or unavailability of which could not reasonably be expected to have a Material Adverse Effect with any Governmental Entity are necessary in connection with (i) respect to the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyNTI Parties.

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with the NYSEBank Regulators as required by applicable law in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (bii) the filing with the SEC of a proxy statement and prospectus in definitive form relating to the Joint Statement meeting of Prudential’s shareholders to be held in connection with this Agreement, the offering of Xxxxxx Common Stock in the Merger and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement/Prospectus”), and of the Registration Statement on Form S-4 in which the Joint Statement Proxy Statement/Prospectus will be included as a prospectusincluded, to be filed with the SEC by Xxxxxx in connection with the transactions contemplated by this Agreement (the “Registration Statement”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (ciii) the filing of the Certificate Articles of Merger with the Delaware Secretary pursuant to the DGCL, Filing Office and (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fiv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Xxxxxx Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA pursuant to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCAthis Agreement, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub Prudential of this Agreement or (iiB) the consummation by each of Parent and Merger Sub Prudential of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, Prudential is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications, filings and notices, as applicable, an application by Parent with the NYSEBanking Department requesting approval to organize Trust Company under the NYBL, and approval of such application, (bii) the filing of an application by Parent with the Banking Department requesting approval under Section 142 of the NYBL to become a bank holding company upon the organization of Trust Company, and approval of such application, (iii) the filing with the SEC Supreme Court of the Joint Statement Section 154 Petition and the S-4 in which issuance by the Joint Statement will be included as a prospectus, and declaration of effectiveness Supreme Court of the S-4Section 154 Order, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing waiver of any of the Certificate of Merger with foregoing requirements by the Delaware Secretary pursuant to the DGCLappropriate Governmental Entity, (d) the filing of any notices or other filings under the HSR Actno consents, and such other consentspermits, approvals, filings authorizations or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals orders of or filings or registrations with any Governmental Entity or with any third party (including, without limitation, any party to any Governing Agreement) are necessary required to be obtained or made by or on behalf of Parent or Seller in connection with (i1) the execution and delivery by each of Parent and Merger Sub Seller of this Agreement or and (ii2) the consummation by each of Parent and Merger Sub or Seller of the Merger and the other transactions contemplated hereby.hereby (including without limitation the succession by Trust Company to all of the rights and obligations of Partners Trust as fiduciary with respect to the Non-objecting Trust Accounts). (b) As of the date hereof, neither Parent nor Seller is aware of any reason relating to Parent or Seller why all consents and approvals (including the approval of the Banking Department with respect to the organization of the Trust Company and the entry by the Supreme Court of the Section 154 Order) will not be procured from all Governmental Entities having jurisdiction over the transactions contemplated by this Agreement as shall be necessary for consummation of the Merger and the other transactions contemplated by this Agreement (including without limitation the succession by Trust Company to all of the rights and obligations of Partners Trust as fiduciary with respect to the Non-objecting Trust Accounts). 3.7

Consents and Approvals. (a) Except for (ai) the required adoption of this Agreement by the shareholders of HNC, (ii) the required adoption of this Agreement by the shareholders of WFB, (iii) the filing of applicationsa notice by HNC of the issuance of shares of HNC Common Stock pursuant to this Agreement with Nasdaq, filings (iv) the filing of applications and notices, as applicable, with the NYSE, FRB under the BHC Act and the OCC under the National Bank Act and the Federal Deposit Insurance Act and approval of such applications and notices; (bv) the filing with the SEC in definitive form of the Joint Statement Prospectus/Proxy Statement, and the S-4 in which the Joint Statement will be included as a prospectusfiling with, and declaration of effectiveness by, the SEC of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (cvi) the filing and acceptance of the Certificate Articles of Merger with the Delaware Secretary pursuant to PDS in accordance with the DGCLBCL, (dvii) the filing of any notices or other filings under the HSR Act, (viii) any application, notice or filing with the PDB, (ix) any application, notice or filing with the OTS, (x) any applications, notice or filing and such other if required, an effective registration under the various securities or blue sky laws of those jurisdictions as may be necessary, (xi) any consents, authorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states exemptions in connection with compliance with the Parent Share Issuance applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the approval rules and regulations thereunder, and (xii) filings, if any, required as a result of the listing particular status of such Parent Common Stock on the NYSEHNC or WFB, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (hxiii) subject a post-Bank merger notice to Section 6.1(j), a Prospectus, if required, being approved the FDIC to be filed by the FCAHNC Bank, no consents or approvals of of, or filings or registrations with, any Regulatory Authority or with any Governmental Entity other third party are necessary in connection with (iA) the execution execution, delivery and delivery performance by each of Parent and Merger Sub HNC of this Agreement or and (iiB) the consummation by each of Parent and Merger Sub HNC of the Merger and HNC Bank of the other transactions contemplated herebyBank Merger.

Consents and Approvals. Except for (a) the filing of applications, filings and notices with the Nasdaq Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with any Governmental Entity and approval of such applications, filings and notices, including the NYSERequisite Regulatory Approvals, (bc) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (cd) the filing of the Maryland Articles of Merger with the Maryland Secretary pursuant to the MGCL and the Delaware Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) and the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsBank Merger Certificates, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Share Issuance Common Stock pursuant to this Agreement and (f) the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCANasdaq Stock Exchange, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or Agreement, (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger), (iii) the execution and delivery by the Parent Bank of the Bank Merger Agreement or (iv) the consummation by the Parent Bank of the Bank Merger. As of the date hereof, Parent is not aware of any reason why the necessary approvals and consents from the applicable Governmental Entities will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings and noticesthe pre-merger notification report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as applicable, with the NYSEamended (xxx "XXX XXX"), (b) the filing with the SEC Securities and Exchange Commission (the "SEC") of (i) the Joint Statement Proxy Statement/Prospectus and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and (ii) such reports and filings under the Securities Exchange Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderby this Agreement, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws Certificate of non-U.S. jurisdictionsAmendment with the Secretary of State of the State of Delaware, (e) the applicationsfilings with any court, filingsadministrative agency or commission or other governmental, consents and notices, regulatory or self-regulatory authority or instrumentality (each a "GOVERNMENTAL ENTITY") as applicable, required under applicable law in each case as set forth in Section 4.4 4.5 of the Parent Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance Company Stockholder Approval and the approval of the listing of such Parent Common Stock on the NYSECharter Amendment Approval, (g) such filings as may be required under the filings required in accordance with Part 12 rules and regulations of the FSMA to obtain the FCA Approval and Nasdaq, (h) subject such filings, consents, or approvals as may be necessary with respect to Section 6.1(j), a Prospectus, if required, being approved any Company Permit or any other permit or license held by the FCACompany or its Subsidiaries in respect of the Company's real estate brokerage, real estate exchange, loan brokerage, mortgage brokerage, call center, or other financing or brokerage business and (i) such other filings, the failure of which to make would not, individually or in the aggregate, have a Material Adverse Effect on the Company, no consents or approvals of or filings or registrations with any Governmental Entity or third party are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or and (iiB) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby. As of the date hereof, to the Company's knowledge, there is no reason, relating to the Company and its Subsidiaries, the operation of their businesses or the terms of this Agreement, why the receipt of any such consents or approvals will not be obtained in a customary time frame once complete and appropriate filings have been made by the Company and Parent.

Consents and Approvals. Except for The Company shall have received (ai) the filing of applications, filings and notices, as applicable, with the NYSE, (b) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, all approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filingsclearances, consents and notices, as applicable, authorizations set forth in Section 4.4 of the Parent Disclosure Schedule, (fon Schedule ‎7.02(g) such filings and approvals as are required to be made or obtained under from the securities or “Blue Sky” Laws of various states in connection with DOT and FAA for the Parent Share Issuance and the approval consummation of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger Investment and the other transactions contemplated hereby, which approvals, clearances, consents and authorizations have not been stayed or vacated and (ii) all other Regulatory Approvals (other than waiting periods imposed by applicable Law as referred to later in this paragraph) set forth on Schedule ‎7.02(g), which shall have become final and unappealable, and (iii) all other material approvals, permits, authorizations, exemptions, consents, licenses and agreements from other third parties that are necessary to permit the transactions contemplated hereby and to permit the reorganized Company to carry on its business after such transactions in a manner not materially inconsistent with the manner in which it was carried on prior to the Effective Date (together with the Regulatory Approvals (the approvals described in clauses (i), (ii) and (iii), the “Approvals”), which Approvals shall not contain any condition or restriction that, in the Investor’s reasonable judgment, materially impairs the reorganized Company’s ability to carry on its business or materially restricts any business activity of the Investor or the Companies. Notwithstanding the foregoing, the parties recognize that the DOT or FAA may issue temporary or interim approvals or exemptions (the “Initial Approvals”) that allow the consummation of the Investment and that may require subsequent additional approvals. Such Initial Approvals shall be sufficient to fulfill the requirements of this Section ‎7.02(g) as to that corresponding Approval, but not with respect to any other Approvals. For the avoidance of doubt, the Investor confirms that any approval, clearance, consent or authorization under the HSR Act has been received or otherwise satisfied.

Consents and Approvals. Except for (ai) the filing of any required applications and notices, as applicable, with the NASDAQ Global Select Market ("NASDAQ") and the NASDAQ Capital Market, (ii) the filing of any required applications, filings and notices, as applicable, with (1) the NYSEBoard of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act, (b2) the FDIC under the Bank Merger Act, (3) the Director of the Oregon Department of Consumer and Business Services acting by and through the Administration of the Division of Finance and Corporate Services (the "Oregon Director") and (4) the Washington Department of Financial Institutions (the "WDFI"), and approval of the foregoing applications, filings and notices, (iii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of Sterling's and Umpqua's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the "Joint Proxy Statement"), and of the Joint Statement and registration statement on Form S-4 (the S-4 "S-4") in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (civ) the filing of the Certificate Articles of Merger (which shall include the Articles Amendment) with the Delaware Washington Secretary pursuant to the DGCL, (d) WBCA and the Oregon Secretary pursuant to the OBCA and the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsBank Merger Certificates, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Umpqua Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA pursuant to obtain the FCA Approval this Agreement and (hvi) subject such filings as are required to Section 6.1(j), a Prospectus, if required, being approved by be made under the FCAExchange Act, no material consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each, a "Governmental Entity Entity") are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub Sterling of this Agreement or (iiB) the consummation by each of Parent and Merger Sub Sterling of the Merger, the Bank Merger and the other transactions contemplated hereby. As of the date of this Agreement, Sterling has no knowledge of any reason why any of the Requisite Regulatory Approvals should not be granted on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the SEC Department of Banking and Insurance of the Joint Statement State of New Jersey and approval of such applications and notices, (c) the S-4 filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in which definitive form relating to the Joint Statement will be included as a prospectus, and declaration of effectiveness meetings of the S-4, Company’s shareholders and such reports and filings under the Securities Act or the Exchange Act, as may Parent’s shareholders to be required held in connection with this Agreement and the transactions contemplated hereunderhereby (the “Proxy Statement”) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (cd) the approval of this Agreement and the Merger by the requisite vote of the shareholders of the Company, (e) the filing of the Certificate of Merger with the Delaware Secretary Department of the Treasury of the State of New Jersey pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure ScheduleBCA, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such the Parent Common Stock to be issued in the Merger on the NYSENasdaq/NMS, (g) the such filings as shall be required in accordance to be made with Part 12 of the FSMA to obtain the FCA Approval and any applicable state securities bureaus or commissions, (h) subject such consents, authorizations, approvals or exemptions under the Environmental Laws (as defined in Section 3.17) and notices and filings with the Internal Revenue Service (the “IRS”) or the Pension Benefit Guaranty Corporation (the “PBGC”) with respect to employee benefit plans as are described in Section 6.1(j)3.4 of the Company Disclosure Schedule and (i) such other filings, a Prospectus, if required, being approved by authorizations or approvals as may be set forth in Section 3.4 of the FCACompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) or with any third party are necessary in connection with (i1) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or and (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of applications, filings notices and noticescertifications, as applicable, with the NYSEFDIC and approval of such applications and notices, (b) the filing of applications, notices and certifications, as applicable, with the SEC New Jersey Department and approval of such applications and notices, (c) the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, filing with and declaration of effectiveness by the Securities and Exchange Commission (the “SEC”) of the registration statement on Form S-4 (the “S-4, and such reports and filings under ”) in which the Securities Act or proxy statement in definitive form relating to the Exchange Act, as may meeting of the holders of the Company Common Stock to be required held in connection with this Agreement and the transactions contemplated hereunder, hereby (cthe “Proxy Statement”) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLwill be included as a proxy statement and prospectus, (d) the filing approval of any notices or other filings under this Agreement and the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws Merger by the requisite vote of non-U.S. jurisdictionsthe holders of the Company Common Stock, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such the Parent Common Stock to be issued in the Merger on the NYSENASDAQ Global Select Market, (f) approvals from the Treasury and applicable Bank Regulators with respect to the SBLF Redemption described in Section 6.4 of this Agreement, (g) the such filings as shall be required in accordance to be made with Part 12 of the FSMA to obtain the FCA Approval and any applicable state securities bureaus or commissions, (h) subject to such consents, authorizations or approvals as shall be required under the Environmental Laws and (i) such other filings, authorizations or approvals as may be set forth in Section 6.1(j), a Prospectus, if required, being approved by 3.4 of the FCACompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) or with any third party are necessary on behalf of the Company in connection with (i1) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or and (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (ai) any filing required under the filing HSR Act and the expiration or early termination of applicationsany applicable waiting period thereunder, (ii) any filings of applications and notices, as applicable, with the NYSEinsurance regulatory authorities in the jurisdictions in which any insurance company Subsidiaries of Buyer operate their respective businesses and the approval of such applications or the grant of required licenses by such authorities, (biii) any filings, approvals or other requirements under applicable securities laws or applicable insurance company stock issuance laws, (iv) the filing with the SEC Securities and Exchange Commission (the "SEC") of a registration statement on Form S-4 (as amended or supplemented, the "Registration Statement") relating to the issuance of the Joint Statement Share Consideration to Seller, and the S-4 in which proxy statement (as amended and/or supplemented from time to time, the Joint Statement will "Proxy Statement") relating to the meeting of its shareholders to be included as a prospectus, and declaration held for purposes of effectiveness obtaining shareholder approval of the S-4Charter Amendment, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with transactions contemplated by this Agreement and the transactions contemplated hereunderadoption of a 2001 stock option plan (the "Meeting"), (cv) any filings of applications and notices with the FSA in relation to the change of controller of the Company that will take effect on Closing, (vi) the filing of an amendment to the Certificate Company's Articles of Merger Association with the Delaware Secretary pursuant to appropriate authority in the DGCL, (d) the filing of any notices or other filings under the HSR ActCayman Islands, and such (vii) any other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, approvals set forth in Section 4.4 on Schedule 4.3 of the Parent Buyer's Disclosure Schedule, (f) no Consent is required to be obtained, made or given by or with respect to Buyer in connection with the execution and delivery by Buyer of any of the Transaction Documents to which Buyer is a party, the performance by Buyer of its obligations under any of such filings and approvals as are required Transaction Documents or the consummation of the transactions contemplated by the Transaction Documents, except for such Consents, the failure of which to be made or obtained under the securities would not reasonably be expected to have a Buyer Material Adverse Effect or “Blue Sky” Laws of various states which would not interfere in connection any material way with the Parent Share Issuance and ability of Buyer or its Subsidiaries to consummate the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved transactions contemplated by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyTransaction Documents.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the filing expiration of applicationsrelated waiting periods required by, federal and state banking authorities, including filings and notices, as applicable, notices with the NYSEFederal Reserve, and the VSCCBFI, (bii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Joint Statement meeting of the Company’s shareholders to be held in connection with this Agreement and the S-4 transactions contemplated hereby and of the Registration Statement in which the Joint Statement such proxy statements will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (ciii) the filing of the Certificate Articles of Merger with the Delaware Secretary SCC pursuant to the DGCL, (d) VSCA and the filing of any notices the Bank Merger Certificates, (iv) filing with the NASDAQ of a notification or other filings under application of the HSR Actlisting of the shares of Purchaser Common Stock to be issued in the Merger, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Purchaser Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA pursuant to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCAthis Agreement, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary required to be made or obtained by Purchaser in connection with (i) the execution and delivery by each of Parent and Merger Sub Purchaser of this Agreement or (ii) the consummation by each of Parent and Merger Sub Purchaser of the Merger and the other transactions contemplated herebyby this Agreement, including the Bank Merger. As of the date hereof, Purchaser has no Knowledge of any reason pertaining to Purchaser why any of the approvals referred to in this Section 3.3(f) should not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSEFCC under the Communications Act, and approval of such applications and notices, (bii) the filing with the SEC of the Joint Proxy Statement and the Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (ciii) the filing of the Certificate of Merger with the Delaware Secretary of State pursuant to the DGCL, (div) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the Parent Share Issuance issuance of the shares of Sprint capital stock pursuant to this Agreement, (vi) the Nextel Stockholder Approval and Sprint Stockholder Approval, (vii) such filings and approvals as are required to be made or obtained with or from any state public service or public utility commissions or similar state regulatory bodies in connection with the consummation of the Merger and the approval other transactions contemplated by this Agreement, (viii) such filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of the listing of such Parent Common Stock on Merger and the NYSEother transactions contemplated by this Agreement, and (gix) the filings required consents or approvals listed in accordance with Part 12 Section 4.4 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCANextel Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub Nextel of this Agreement or and (iiB) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyby this Agreement.

Consents and Approvals. Except for (a) the filing of applications, filings and noticesan application with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as applicable, with amended (the NYSE"BHC Act") and approval of such application, (b) the filing of applications with the SEC of Federal Deposit Insurance Corporation ("FDIC") under the Joint Statement Bank Merger Act and the S-4 in which the Joint Statement will be included as a prospectus, Federal Deposit Insurance Act and declaration approval of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderapplications, (c) the filing of the Certificate of Merger applications with the Delaware Secretary pursuant to New York State Banking Department (the DGCL"Banking Department") and the approval of such applications, (d) the filing with the FDIC of any notices or other filings under a proxy statement in definitive form relating to the HSR Act, meeting of the Company's stockholders to be held in connection with the Merger Documents and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsthe transactions contemplated hereby and thereby (the "Proxy Statement"), (e) the applicationsapproval of this Agreement by the requisite vote of the stockholders of the Company, (f) the filing of the Plan of Merger with the Superintendent pursuant to the N.Y.B.L., (g) the filing of a notice or application with the National Association of Securities Dealers (the "NASD") and the approval or lack of disapproval of such notice or application or (h) the filing of a notice or application with the Cayman Islands banking authorities and the approval or lack of disapproval of such notice or application and (i) such filings, consents and notices, authorizations or approvals as applicable, may be set forth in Section 4.4 of the Parent Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") or with any third party are necessary in connection with (i) the execution and delivery by each the Company of Parent and the Merger Sub of this Agreement Documents or (ii) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated herebyhereby and thereby.

Consents and Approvals. Except for (a) the filing of any required applications, filings and notices, as applicable, with the NYSENYSE or Nasdaq, (b) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and Bank Merger Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the SEC, and approval of such applications, filings and notices, (d) the filing of any required notices with the OCC, (e) the filing of any required applications, filings and notices, as applicable, with the BFI of the VSCC in connection with the Mergers, and approval of such applications, filings and notices, (f) the filing with the SEC of the Joint Statement Proxy Statement/Prospectus and the S-4 Registration Statement (in which the Joint Statement Proxy Statement/Prospectus will be included as a prospectusincluded), and the declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (cg) the filing of the Certificate Articles of Merger with the Delaware Secretary VSCC pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR ActVSCA, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fh) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance issuance of the shares of Buyer Common Stock pursuant to this Agreement and the approval of the listing of such Parent Buyer Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity or any third party are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub Buyer of this Agreement or (ii) the consummation by each of Parent and Merger Sub Buyer of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, Bxxxx is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers on a timely basis.

Consents and Approvals. Except for (a) Upon the filing of applicationsterms and subject to the conditions set forth in this Agreement, filings each party shall use its reasonable best efforts to take, or cause to be taken, all actions, and noticesto do, as applicableor cause to be done, and to assist and cooperate with the NYSEother parties in doing, all things necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the Transactions, including (bi) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectusobtaining all necessary or advisable Consents from, and declaration of effectiveness of the S-4making all necessary registrations, and such reports declarations and filings under the Securities Act or the Exchange Act, with and taking all reasonable steps as may be necessary to obtain a Consent from or avoid a Proceeding by any Governmental Entity or other third party with respect to this Agreement or the Transactions, (ii) furnishing all information required to be furnished in connection with obtaining any Consents from or making any filings with any Governmental Entity or other third party, and promptly cooperating with and furnishing information in connection with any such requirements imposed upon any party or any of their respective subsidiaries in connection with this Agreement and or the transactions contemplated hereunderconsummation of the Transactions, (ciii) executing and delivering any additional instruments necessary to consummate the filing Transactions and to fully carry out the purposes of this Agreement and (iv) defending or contesting in good faith any Proceeding brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the Certificate Transactions, in the case of Merger each of clauses (i) through (iv), other than with the Delaware Secretary pursuant respect to the DGCLConsents, (d) the filing of any notices or other filings under the HSR Actregistrations, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applicationsdeclarations, filings, consents instruments and noticesProceedings relating to or under applicable Antitrust Laws, as applicableHealth Care Laws and Insurance Laws, which are subject to Sections 6.03(c) and 6.03(d). Notwithstanding anything to the contrary set forth in Section 4.4 this Agreement, with respect to any Consent, none of the Parent Disclosure ScheduleParent, (f) such filings and approvals as are Merger Sub or any of their respective subsidiaries shall be required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance to, and the approval Company and the Company Subsidiaries shall not, without the prior written consent of Parent, pay or agree to pay any amount as consideration therefor to, or grant or agree to grant any financial, contractual or other concession in favor of, the listing of Person from whom such Parent Common Stock on the NYSEConsent is sought, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with other than (i) the execution filing and delivery by each of Parent processing fees and Merger Sub of this Agreement or (ii) any such payment or concession that is solely applicable to the consummation by each of Parent and Merger Sub of the Merger Company and the other transactions contemplated herebyCompany Subsidiaries (a “Company Concession”) and, when taken together with all Company Concessions and Company Restrictions, is de minimis to the Company and the Company Subsidiaries, taken as a whole.

Consents and Approvals. Except for (ai) the filing of any required applications and notices, as applicable, with the NASDAQ Global Select Market (“NASDAQ”) and the NASDAQ Capital Market, (ii) the filing of any required applications, filings and notices, as applicable, with (1) the NYSEBoard of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, (b2) the FDIC under the Bank Merger Act, (3) the Director of the Oregon Department of Consumer and Business Services acting by and through the Administration of the Division of Finance and Corporate Services (the “Oregon Director”) and (4) the Washington Department of Financial Institutions (the “WDFI”), and approval of the foregoing applications, filings and notices, (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Sterling’s and Umpqua’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the Joint Statement and registration statement on Form S-4 (the S-4 “S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (civ) the filing of the Certificate Articles of Merger (which shall include the Articles Amendment) with the Delaware Washington Secretary pursuant to the DGCL, (d) WBCA and the Oregon Secretary pursuant to the OBCA and the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsBank Merger Certificates, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Umpqua Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA pursuant to obtain the FCA Approval this Agreement and (hvi) subject such filings as are required to Section 6.1(j), a Prospectus, if required, being approved by be made under the FCAExchange Act, no material consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each, a “Governmental Entity Entity”) are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub Sterling of this Agreement or (iiB) the consummation by each of Parent and Merger Sub Sterling of the Merger, the Bank Merger and the other transactions contemplated hereby. As of the date of this Agreement, Sterling has no knowledge of any reason why any of the Requisite Regulatory Approvals should not be granted on a timely basis.

Consents and Approvals. Except for (a) the filing of C&W and Buyer shall (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and noticesexecute all agreements and documents, (iii) use all reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all governmental bodies and (iv) use all reasonable efforts to obtain all necessary permits, consents, approvals and authorizations of all other parties, in the case of C&W, as applicablespecified on Schedule 3.4 and, with in the NYSEcase of Buyer, as specified on Schedule 4.4 (b) including without limitation any approval required from the filing with shareholders of Buyer and the SEC holders of the Joint Statement and debt of the S-4 Buyer), together with any other approvals or consents identified by the parties after the signing of this Agreement as being required in which the Joint Statement will be included as a prospectusorder, respectively, for C&W to sell, and declaration for Buyer to acquire, the CIBBV Shares, and, respectively, for Buyer to issue to C&W, and for C&W to acquire, the Buyer Shares. Each of effectiveness Buyer and C&W shall provide reasonable assistance to the other in order to obtain the consents and approvals referred to herein. Each of C&W and Buyer shall have the right to review and be consulted in advance as to all characterizations of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and information relating to the transactions contemplated hereunder, (c) the by this Agreement which appear in any filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance transactions contemplated hereby. The parties hereto agree that they will consult with each other with respect to the obtaining of all such necessary permits, consents, approvals and the approval authorizations of the listing of such Parent Common Stock on the NYSE, all third parties and governmental bodies. (gb) the filings required in accordance The parties hereto shall consult with Part 12 of the FSMA each other prior to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents proposing or approvals of entering into any stipulation or filings or registrations agreement with any Governmental Entity are necessary foreign or United States governmental authority or agency or any third party in connection with (i) the execution any foreign or United States governmental consents and delivery by each of Parent and Merger Sub of this Agreement or (ii) approvals legally required for the consummation by each of Parent and Merger Sub of the Merger transactions contemplated hereby and shall not propose or enter into any such stipulation or agreement without the other transactions contemplated herebyparty's prior written consent, which consent shall not be unreasonably withheld. 5.6.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the filing expiration of applicationsrelated waiting periods required by, federal and state banking authorities, including filings and notices, as applicable, notices with the NYSEFederal Reserve, the FDIC and the NJ Department, (bii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Joint Statement meeting of the Company’s stockholders to be held in connection with this Agreement and the S-4 transactions contemplated hereby and of the Registration Statement in which the Joint Statement such proxy statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (ciii) the filing of the Certificate Articles of Merger with the Delaware Secretary Maryland Department pursuant to the DGCL, (d) MGCL and the filing of any notices or other filings under a certificate for the HSR ActBank Merger with the NJ Department, (iv) filing with The Nasdaq Stock Market LLC of a notification of the listing of the shares of Purchaser Common Stock to be issued in the Merger, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Purchaser Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA pursuant to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, this Agreement; no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary required to be made or obtained by the Company in connection with (i) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or (ii) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated herebyby this Agreement, including the Bank Merger. As of the date hereof, the Company has no Knowledge of any reason pertaining to the Company why any of the approvals referred to in this Section 3.2(f) should not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Except for (a) the filing of applications, filings and noticesthe pre-merger notification report under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as applicable, with amended (the NYSE“HSR Act”), (b) the filing filings with the SEC of Securities and Exchange Commission (the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, “SEC”) as may be required by the Company in connection with this Agreement and the transactions contemplated hereunderby this Agreement, (c) the filing of the Certificate of Merger and the Amended and Restated Certificate of Incorporation of the Surviving Corporation with the Secretary of State of the State of Delaware Secretary pursuant to the DGCL, (d) the filing of filings with any notices court, administrative agency or commission or other filings under the HSR Actgovernmental, and such other consents, approvals, filings regulatory or registrations self-regulatory authority or instrumentality (each a “Governmental Entity”) as may be required under any antitrust or competition Laws applicable law in each case as set forth in Section 4.5 of non-U.S. jurisdictionsthe Company Disclosure Schedule, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure ScheduleCompany Stockholder Approval, (f) such filings and approvals as are may be required to be made or obtained under the securities or “Blue Sky” Laws rules and regulations of various states in connection with the Parent Share Issuance NASDAQ and the approval of the listing of such Parent Common Stock on the NYSE, (g) such other consents, approvals or filings the filings required in accordance with Part 12 failure of the FSMA which to obtain or make would not, individually or in the FCA Approval and (h) subject to Section 6.1(j)aggregate, have a Prospectus, if required, being approved by Material Adverse Effect on the FCACompany, no consents or approvals of or filings or registrations with any Governmental Entity or third party are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or and (iiB) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby. As of the date hereof, to the Company’s Knowledge, there is no reason why the receipt of any such consents or approvals will not be obtained in a customary time frame once complete and appropriate filings have been made by the Company and Parent. For purposes of this Agreement, the “Knowledge” of any person that is not an individual means, with respect to any matter in question, the actual knowledge of such person’s executive officers and other officers having primary responsibility for such matter, in each case based upon reasonable inquiry consistent with such person’s title and responsibilities.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEFRB and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the OCC and approval of such applications and notices, (e) the filing with the SEC of the Joint Proxy Statement and the filing of the S-4 in which with the Joint Statement will be included as a prospectus, SEC and the declaration by the SEC of effectiveness of the S-4, and such reports and filings under (f) the Securities Act or approval of the Exchange Act, as may be required in connection with this Agreement and Parent Shareholder Matters by the transactions contemplated hereunderrequisite vote of the shareholders of Parent, (cg) the filing of the Certificate of Merger and the Amended and Restated Certificate of Incorporation with the Delaware Secretary Department of the Treasury of the State of New Jersey pursuant to the DGCLBCA, (dh) approval of the filing listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any notices applicable state securities bureaus or other filings commissions, (j) such consents, authorizations or approvals as shall be required under the HSR Act, Environmental Laws and (k) such other consentsfilings, approvals, filings authorizations or registrations approvals as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party (other than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on Parent) are -49- necessary on behalf of Parent or Parent’s Bank in connection with (i1) the execution and delivery by each of Parent and Merger Sub of this Agreement or Agreement, (ii2) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) Each of the filing of applicationsCompany, filings Parent and noticesPurchaser shall use its reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any applicable Law or otherwise to consummate and make effective the Transactions as applicablepromptly as practicable, with but in no event later than the NYSEOutside Date, (bii) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will obtain from any Governmental Entities any consents, licenses, permits, waivers, clearances, approvals, authorizations, waiting period expirations or terminations, or orders required to be included as a prospectusobtained or made by Parent, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act Purchaser or the Exchange ActCompany or any of their respective Subsidiaries, as may be required or avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the HSR Act and any other antitrust or competition Law or regulation) (the “Required Governmental Approvals”), in connection with the authorization, execution and delivery of this Agreement and the transactions contemplated hereunderconsummation of the Transactions, (ciii) the filing of the Certificate of Merger make or cause to be made as promptly as practicable (and with the Delaware Secretary pursuant respect to the DGCL, (d) the filing of any notices or other filings under the HSR Act, no later than ten (10) business days after the date of this Agreement) the applications or filings required to be made by Parent, Purchaser or the Company or any of their respective Subsidiaries under or with respect to the HSR Act, any other applicable Required Governmental Approvals or any other applicable Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, (iv) comply at the earliest practicable date with any request under or with respect to the HSR Act, any other Required Governmental Approvals and any such other consentsapplicable Laws for additional information, approvals, documents or other materials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in connection with such applications or filings or registrations the Transactions, and (v) coordinate and cooperate with, and give due consideration to all reasonable additions, deletions or changes suggested by, the other party in connection with, making (A) any filing under or with respect to the HSR Act, any other Required Governmental Approvals or any such other applicable Laws and (B) any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Entity. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, Parent and its Subsidiaries shall commit to any and all divestitures, licenses or hold separate or similar arrangements with respect to its assets or conduct of business arrangements as may be required under a condition to obtaining any and all approvals from any Governmental Entity for any reason in order to satisfy the HSR Condition and obtain any other Required Governmental Approvals, as promptly as reasonably practicable, but in no event later than the Outside Date, including taking any and all actions necessary in order to ensure that (x) no requirement for non-action, a waiver, consent or approval of the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, any State Attorney General or other Governmental Entity, (y) no decree, judgment, injunction, temporary restraining order or any other order in any suit or proceeding, and (z) no other matter relating to any antitrust or competition Laws of non-U.S. jurisdictionsLaw or regulation, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 would preclude satisfaction of the Parent Disclosure ScheduleOffer Conditions by the Outside Date. The Company shall agree if, (f) such filings and approvals as are required but solely if, requested by Parent, to be made divest, hold separate or obtained under otherwise take or commit to take any action with respect to the securities businesses, services, or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval assets of the listing Company in furtherance of this Section 6.3; provided, however, that any such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 action may be conditioned upon consummation of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyMerger.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSEFRB, the FDIC, the MCB and the GDBF, with respect to the Merger and the Bank Merger, as applicable, and approval of such applications and notices, (bii) the Other Regulatory Approvals, (iii) the filing with the SEC of the Joint Statement and Form S-4 (which shall include the S-4 in which the Joint Statement will be included as a prospectus, Approval Document/Prospectus) and declaration of effectiveness of the S-4Form S-4 by the SEC, and such reports and filings under (iv) compliance with the Securities Act or applicable requirements of the Exchange Act, as may be required in connection with this Agreement Act and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance issuance of the shares of Buyer Common Stock constituting a portion of the Merger Consideration pursuant to this Agreement, and (v) the filing of the Articles of Merger with the Georgia Secretary pursuant to the GBCC, the filing of the Articles of Merger with the Mississippi Secretary pursuant to the MBCA and the approval filing of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCABank Merger Certificates, no consents or approvals of or filings or registrations with any Governmental Entity or Regulatory Agency are necessary by Seller or Seller Bank in connection with (iA) the execution and delivery by each of Parent Seller and Merger Sub Seller Bank of this Agreement or (iiB) the consummation by each Seller or any of Parent and Merger Sub its Subsidiaries, as applicable, of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). Except for any consents, authorizations, or approvals which are listed in Sections 4.3 or 4.4 of the Seller Disclosure Schedule, receipt of the Requisite Seller Approval and adoption and approval of the Bank Merger by Seller as the sole shareholder of Seller Bank, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary by Seller or Seller Bank in connection with (x) the execution and delivery by Seller and Seller Bank of this Agreement or (y) the consummation by Seller or any of its Subsidiaries, as applicable, of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Seller has no knowledge of any reason why the necessary regulatory approvals and consents will not be received to permit consummation of the Merger, the Bank Merger and the other transactions contemplated herein on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSENew York Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with the SEC Federal Reserve Board under the BHC Act and the approval of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the Office of the Joint Statement Comptroller of the Currency (the "OCC"), and the S-4 in which approval of such applications, filings and notices, (d) the Joint Statement will be included as a prospectusfiling of any required applications, filings or notices with the FDIC and declaration of effectiveness any other banking authorities listed on Section 3.4 of the S-4Company Disclosure Schedule or Section 4.4 of the Purchaser Disclosure Schedule and the approval of such applications, filings and such reports and filings under notices, (e) the filing with the Securities Act or and Exchange Commission (the Exchange Act, as may "SEC") of a proxy statement in definitive form relating to the meeting of the Company's stockholders to be required held in connection with this Agreement and the transactions contemplated hereunderhereby (including any amendments or supplements thereto, the "Proxy Statement"), and of the registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by Purchaser in connection with the transactions contemplated by this Agreement (the "S-4") and declaration of effectiveness of the S-4, (cf) the filing of the Certificate applicable Certificates of Merger with the New York Secretary pursuant to the NYBCL and the Delaware Secretary pursuant to the DGCL, (d) and the filing of any notices or other filings under the HSR Act, Bank Merger Certificates and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fg) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the Parent Share Issuance issuance of the shares of Purchaser Common Stock pursuant to this Agreement and the approval of the listing of such Parent Purchaser Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCANASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a "Governmental Entity Entity") are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or (ii) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, the Company is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Except for The Company shall have received (ai) the filing of applications, filings and notices, as applicable, with the NYSE, (b) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, all approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filingsclearances, consents and notices, as applicable, authorizations set forth in Section 4.4 of the Parent Disclosure Schedule, (fon Schedule 7.02(k) such filings and approvals as are required to be made or obtained under from the securities or “Blue Sky” Laws of various states in connection with DOT and FAA for the Parent Share Issuance and the approval consummation of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger Investment and the other transactions contemplated hereby, which approvals, clearances, consents and authorizations have not been stayed or vacated and (ii) all other Regulatory Approvals (other than waiting periods imposed by applicable Law as referred to later in this paragraph) set forth on Schedule 7.02(k), which shall have become final and unappealable, and (iii) all other material approvals, permits, authorizations, exemptions, consents, licenses and agreements from other third parties that are necessary to permit the transactions contemplated hereby and to permit the reorganized Company to carry on its business after such transactions in a manner not materially inconsistent with the manner in which it was carried on prior to the Effective Date (together with the Regulatory Approvals (the approvals described in clauses (i), (ii) and (iii), the “Approvals”), which Approvals shall not contain any condition or restriction that, in the Investor’s reasonable judgment, materially impairs the reorganized Company’s ability to carry on its business or materially restricts any business activity of the Investor or the Companies. All waiting periods imposed by applicable Law (including under the HSR Act, if applicable) in connection with the transactions contemplated by the Transaction Documents shall have expired or been terminated without any action having been taken by any court of competent jurisdiction restraining, preventing or imposing materially adverse conditions upon such transactions (which action remains in effect). Notwithstanding the foregoing, the parties recognize that the DOT or FAA may issue temporary or interim approvals or exemptions (the “Initial Approvals”) that allow the consummation of the Investment and that may require subsequent additional approvals. Such Initial Approvals shall be sufficient to fulfill the requirements of this Section 7.02(k) as to that corresponding Approval, but not with respect to any other Approvals.

Consents and Approvals. Except for (a) the filing of applications, filings and noticesthe pre-merger notification report under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as applicable, with amended (the NYSE“HSR Act”), (b) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (i) the Joint Statement Proxy Statement/Prospectus and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and (ii) such reports and filings under the Securities Exchange Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderby this Agreement, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws Certificate of non-U.S. jurisdictionsAmendment with the Secretary of State of the State of Delaware, (e) the applicationsfilings with any court, filingsadministrative agency or commission or other governmental, consents and notices, regulatory or self-regulatory authority or instrumentality (each a “Governmental Entity”) as applicable, required under applicable law in each case as set forth in Section 4.4 4.5 of the Parent Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance Company Stockholder Approval and the approval of the listing of such Parent Common Stock on the NYSECharter Amendment Approval, (g) such filings as may be required under the filings required in accordance with Part 12 rules and regulations of the FSMA to obtain the FCA Approval and Nasdaq, (h) subject such filings, consents, or approvals as may be necessary with respect to Section 6.1(j), a Prospectus, if required, being approved any Company Permit or any other permit or license held by the FCACompany or its Subsidiaries in respect of the Company’s real estate brokerage, real estate exchange, loan brokerage, mortgage brokerage, call center, or other financing or brokerage business and (i) such other filings, the failure of which to make would not, individually or in the aggregate, have a Material Adverse Effect on the Company, no consents or approvals of or filings or registrations with any Governmental Entity or third party are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or and (iiB) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby. As of the date hereof, to the Company’s knowledge, there is no reason, relating to the Company and its Subsidiaries, the operation of their businesses or the terms of this Agreement, why the receipt of any such consents or approvals will not be obtained in a customary time frame once complete and appropriate filings have been made by the Company and Parent.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) the filing of applications, filings and notices, as applicable, with the SEC OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the Joint Statement filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the S-4 in which approval of such applications, filings and notices, (d) the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under filing with the Securities Act or and Exchange Commission (the Exchange Act, as may “SEC”) of a proxy statement in definitive form relating to the meeting of Sunshine’s shareholders to be required held in connection with this Agreement and the transactions contemplated hereunderhereby (including any amendments or supplements thereto, (c) the filing “Proxy Statement-Prospectus”), and of the Certificate of Merger registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the Delaware Secretary pursuant to SEC by CenterState in connection with the DGCLtransactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, (d) the filing of any notices or other filings under the HSR ActCertificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance issuance of the shares of CenterState Common Stock pursuant to this Agreement and the approval of the listing of such Parent CenterState Common Stock on NASDAQ (the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j“Regulatory Approvals”), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity Authority are necessary in connection with (iA) the execution and delivery by each of Parent and Merger Sub Sunshine of this Agreement or (iiB) the consummation by each of Parent and Merger Sub Sunshine of the Merger and the other transactions contemplated herebyhereby (including the consummation by Savings Bank of the Bank Merger). As of the date hereof, Sunshine is not aware of any reason why the necessary Regulatory Approvals and consents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the SEC FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the OCC and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Joint Statement Company's shareholders and the S-4 in which the Joint Statement will Parent’s shareholders to be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required held in connection with this Agreement and the transactions contemplated hereunderhereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (cf) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (g) the filing of the Certificate of Merger and the Amended and Restated Certificate of Incorporation with the Delaware Secretary Department of the Treasury of the State of New Jersey pursuant to the DGCLBCA, (dh) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such the Parent Common Stock to be issued in the Merger on the NYSENASDAQ Global Select Market, (gi) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (j) such consents, authorizations or approvals as shall be required under the filings required Environmental Laws and (k) such other filings, authorizations or approvals as may be set forth in accordance with Part 12 Section 3.4 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCACompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) or with any third party (other than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on the Company) are necessary on behalf of the Company or the Company’s Bank in connection with (i1) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or Agreement, (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for The Company shall have received (ai) the filing of applications, filings and notices, as applicable, with the NYSE, (b) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, all approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filingsclearances, consents and notices, as applicable, authorizations set forth in Section 4.4 of the Parent Disclosure Schedule, (fon Schedule 7.02(g) such filings and approvals as are required to be made or obtained under from the securities or “Blue Sky” Laws of various states in connection with DOT and FAA for the Parent Share Issuance and the approval consummation of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger Investment and the other transactions contemplated hereby, which approvals, clearances, consents and authorizations have not been stayed or vacated and (ii) all other Regulatory Approvals (other than waiting periods imposed by applicable Law as referred to later in this paragraph) set forth on Schedule 7.02(g), which shall have become final and unappealable, and (iii) all other material approvals, permits, authorizations, exemptions, consents, licenses and agreements from other third parties that are necessary to permit the transactions contemplated hereby and to permit the reorganized Company to carry on its business after such transactions in a manner not materially inconsistent with the manner in which it was carried on prior to the Effective Date (together with the Regulatory Approvals (the approvals described in clauses (i), (ii) and (iii), the “Approvals”), which Approvals shall not contain any condition or restriction that, in the Investor’s reasonable judgment, materially impairs the reorganized Company’s ability to carry on its business or materially restricts any business activity of the Investor or the Companies. Notwithstanding the foregoing, the parties recognize that the DOT or FAA may issue temporary or interim approvals or exemptions (the “Initial Approvals”) that allow the consummation of the Investment and that may require subsequent additional approvals. Such Initial Approvals shall be sufficient to fulfill the requirements of this Section 7.02(g) as to that corresponding Approval, but not with respect to any other Approvals. For the avoidance of doubt, the Investor confirms that any approval, clearance, consent or authorization under the HSR Act has been received or otherwise satisfied.

Consents and Approvals. Except for (a) as specifically set forth in Schedule 2.1(f), the Company is not required to obtain any consent, waiver, authorization or order of, or make any filing of applicationsor registration with, filings and noticesany court or other federal, as applicablestate, with the NYSE, (b) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act local or the Exchange Act, as may be required other governmental authority or other person in connection with this Agreement the execution, delivery and performance by the transactions contemplated hereunderCompany of the Transaction Documents, except for (ci) the filing of the Certificate of Merger registration statement(s) contemplated by the Registration Rights Agreement (the "Underlying Shares Registration Statement(s)") with the Delaware Secretary pursuant to Securities and Exchange Commission (the DGCL"Commission"), (d) which shall be filed in the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, time periods set forth in Section 4.4 of the Parent Disclosure ScheduleRegistration Rights Agreement, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub application(s) or any letter(s) acceptable to the Nasdaq National Market for the listing of the Merger Underlying Shares and the Warrant Shares with the Nasdaq National Market, which shall be filed in accordance with Section 3.7 hereof (and with any other transactions national securities exchange or market on which the Common Stock is then listed), (iii) any filings, notices or registrations under applicable state securities laws, and (iv) other than, in all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the Company to effect the Closing and to deliver to the Purchasers the Notes (and, upon conversion of the Notes thereunder, the Underlying Shares) or the Warrants (and, upon exercise of the Warrants, the Warrant Shares) in the manner contemplated herebyhereby and by the Registration Rights Agreement free and clear of all liens and encumbrances of any nature whatsoever (together with the consents, waivers, authorizations, orders, notices and filings referred to in Schedule 2.1(f), the "Required Approvals"). The Company has no reason to believe that it will be unable to obtain the Required Approvals.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, an application with the NYSEFDIC under the Bank Merger Act and the approval of such application, (b) the filing of an application with the SEC New York State Banking Department (the “New York Banking Department”) and the approval of such application, (c) the filing of an application with the New Jersey Banking Department and the approval of such application, (d) the filing with the FDIC of a proxy statement in definitive form relating to the meeting of the Joint Statement and the S-4 in which the Joint Statement will Company’s stockholders to be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required held in connection with this Agreement and the transactions contemplated hereunder, hereby (cthe “Proxy Statement”) and the filing with the Securities and Exchange Commission (the “SEC”) and declaration of effectiveness by the SEC of the Certificate of Merger with registration statement on Form S-4 (the Delaware Secretary pursuant to “S-4”) in which the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations Proxy Statement will be included as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsa prospectus, (e) the applicationsapproval of this Agreement by the requisite vote of the stockholders of the Company, filings, consents and notices, as applicable, set forth in Section 4.4 (f) approval of the listing of the Parent Disclosure ScheduleCommon Stock to be issued in the Merger on the NYSE, (fg) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA pursuant to obtain the FCA Approval this Agreement and (h) subject to such filings, authorizations or approvals as may be set forth in Section 6.1(j), a Prospectus, if required, being approved by 3.6 of the FCACompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, agency or commission or other governmental or regulatory authority, including any Regulatory Agency (as defined in Section 3.7 hereof) (each a “Governmental Entity Entity”) or with any third party are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or (ii) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of the other Debtors or any of their properties (each, an “Applicable Consent”) is required for the execution and delivery by the Company or any other Debtor of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and the other Debtors, as applicable, with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) the filing entry of applications, filings the BCA Approval Order authorizing the Company to execute and notices, as applicable, with deliver this Agreement and perform the NYSEBCA Approval Obligations, (b) the filing with the SEC entry of the Joint Disclosure Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderOrder, (c) the filing entry of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLConfirmation Order, (d) the entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Chapter 11 Cases from time to time, (e) Antitrust and Foreign Investment Approvals, if any, in connection with the transactions contemplated by this Agreement, (f) the filing with the relevant local Governmental Entity (which may include the Registrar of Companies (England and Wales)) of the Articles of Association or similar organizational document, and the filing of any notices other corporate documents with applicable state and local filing agencies applicable to any of the Issuers or the other filings under the HSR ActDebtors, and (g) such other consents, approvals, filings authorizations, registrations or registrations qualifications as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the state securities or “Blue Sky” Laws of various states laws in connection with the Parent Share Issuance subscription of the Backstop Securities, the Holdback Securities by the Backstop Parties and the approval issuance of the listing of such Parent Common Stock on Backstop Premium, the NYSE, (g) Rights and the filings required in accordance with Part 12 Rights Offering Securities pursuant to the exercise of the FSMA to obtain the FCA Approval Rights, and (h) subject any other Applicable Consent that is not material to Section 6.1(j)the Debtors’ business, taken as a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebywhole.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the SEC Department of Banking and the FDIC and approval of such applications and notices, (c) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the Joint Statement and the S-4 in which the Joint Statement will Company’s shareholders to be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required held in connection with this Agreement and the transactions contemplated hereunderhereby (the “Proxy Statement”) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (cd) the approval of this Agreement by the requisite vote of the shareholders of the Company, (e) the filing of the Certificate of Merger with the Delaware Secretary Department pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure ScheduleBCA, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such the Parent Common Stock to be issued in the Merger on the NYSENasdaq/NMS, (g) the such filings as shall be required in accordance to be made with Part 12 of the FSMA to obtain the FCA Approval and any applicable state securities bureaus or commissions, (h) subject to such consents, authorizations, approvals or exemptions under the Environmental Laws (as defined in Section 6.1(j)3.17) and (i) such other filings, a Prospectus, if required, being approved by authorizations or approvals as may be set forth in Section 3.4 of the FCACompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) or with any third party are necessary in connection with (i1) the execution and delivery by each of Parent the Company and Merger Sub the Company Bank of this Agreement or Agreement, (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated herebyhereby and (3) the consummation by the Company Bank of the Bank Merger.

Consents and Approvals. Except for (a) as specifically set forth in Schedule 2.1(f), the Company is not required to obtain any consent, waiver, authorization or order of, or make any filing of applicationsor registration with, filings and noticesany court or other federal, as applicablestate, with the NYSE, (b) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act local or the Exchange Act, as may be required other governmental authority or other person in connection with this Agreement the execution, delivery and performance by the transactions contemplated hereunderCompany of the Transaction Documents, except for (ci) the filing of the Certificate of Merger registration statement(s) contemplated by the Registration Rights Agreement (the "Underlying Shares Registration Statement(s)") with the Delaware Secretary pursuant to Securities and Exchange Commission (the DGCL"Commission"), (d) which shall be filed in the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, time periods set forth in Section 4.4 of the Parent Disclosure ScheduleRegistration Rights Agreement, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub application(s) for the listing of the Merger Underlying Shares and the Warrant Shares with the Nasdaq National Market, which shall be filed in accordance with Section 3.7 hereof (and with any other transactions national securities exchange or market on which the Common Stock is then listed), (iii) any filings, notices or registrations under applicable state securities laws, and (iv) in all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the Company to effect the Closing and to deliver to the Purchasers the Transaction Notes (and, upon conversion of the Transaction Notes thereunder, the Underlying Shares) or the Transaction Warrants (and, upon exercise of the Transaction Warrants, the Warrant Shares) in the manner contemplated herebyhereby and by the Registration Rights Agreement free and clear of all liens and encumbrances of any nature whatsoever (the approvals referred to in clauses (i) through (iii) above, together with the consents, waivers, authorizations, orders, notices and filings referred to in Schedule 2.1(f), are hereinafter referred to as the "Required Approvals"). The Company has no reason to believe that it will be unable to obtain the Required Approvals.

Consents and Approvals. Except for (a) as specifically set forth in Schedule 2.1(f), the Company is not required to obtain any consent, waiver, authorization or order of, or make any filing of applicationsor registration with, filings and noticesany court or other federal, as applicablestate, with the NYSE, (b) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act local or the Exchange Act, as may be required other governmental authority or other person in connection with this Agreement the execution, delivery and performance by the transactions contemplated hereunderCompany of the Transaction Documents, except for (ci) the filing of the Certificate of Merger Designation with respect to the Shares with the Delaware Secretary pursuant of State of Delaware, which filing shall be effected prior to the DGCLClosing Date, (dii) the filing of any notices or other filings under the HSR Actregistration statement(s) contemplated by the Registration Rights Agreement (the "Underlying Shares Registration Statement(s)") with the Securities and Exchange Commission (the "Commission"), and such other consents, approvals, filings or registrations as may which shall be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) filed in the applications, filings, consents and notices, as applicable, time periods set forth in Section 4.4 of the Parent Disclosure ScheduleRegistration Rights Agreement, (fiii) such filings and approvals as are required the application(s) or any letter(s) acceptable to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of Nasdaq National Market for the listing of such Parent Common Stock on the NYSEUnderlying Shares and the Warrant Shares with the Nasdaq National Market, (g) the filings required which shall be filed in accordance with Part 12 Section 3.9 hereof (and with any other national securities exchange or market on which the Common Stock is then listed), (iv) any filings, notices or registrations under applicable state securities laws, and (v) other than, in all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the FSMA Company to obtain effect the FCA Approval Closing and to deliver to the Purchasers the Shares (hand, upon conversion of the Shares thereunder, the Underlying Shares) subject or the Warrants (and, upon exercise of the Warrants, the Warrant Shares) in the manner contemplated hereby and by the Registration Rights Agreement free and clear of all liens and encumbrances of any nature whatsoever (together with the consents, waivers, authorizations, orders, notices and filings referred to Section 6.1(jin Schedule 2.1(f), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby"Required Approvals").

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the SEC FDIC and approval of such applications and notices, (c) the Joint Statement filing of applications and notices, as applicable, with the S-4 in which New Jersey Department and approval of such applications and notices, (d) the Joint Statement will be included as a prospectus, filing with the Securities and Exchange Commission (the “SEC”) and declaration of effectiveness of the registration statement on Form S-4 (the “S-4, and such reports and filings under ”) in which a proxy statement in definitive form relating to the Securities Act or the Exchange Act, as may meeting of RFH’s shareholders to be required held in connection with this Agreement and the transactions contemplated hereunder, hereby (cthe “Proxy Statement”) and a prospectus with respect to the filing issuance of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may 1st Constitution Common Stock will be required under any antitrust or competition Laws of non-U.S. jurisdictionsincluded, (e) the applications, filings, consents approval of this Agreement and notices, as applicable, set forth in Section 4.4 the Merger by the requisite vote of the Parent Disclosure Scheduleshareholders of RFH, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent the 1st Constitution Common Stock to be issued in the Merger on the NYSENASDAQ Global Market, (g) the such filings as shall be required in accordance to be made with Part 12 of the FSMA to obtain the FCA Approval and any applicable state securities bureaus or commissions, (h) subject to such consents, authorizations or approvals as shall be required under the Environmental Laws and (i) such other filings, authorizations or approvals as may be set forth in Section 6.1(j), a Prospectus, if required, being approved by 3.4 of the FCARFH Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) or with any third party are necessary on behalf of RFH in connection with (i1) the execution and delivery by each of Parent and Merger Sub RFH of this Agreement or and (ii2) the consummation by each of Parent and Merger Sub RFH of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSEBoard of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (bii) the filing of any required applications, filings or notices with any state banking or insurance authorities and approval of such applications, filings and notices (the "Other Regulatory Approvals"), (iii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a Joint Proxy Statement in definitive form relating to the Joint Statement meetings of Republic's and Citizens's respective shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the "Joint Proxy Statement") and of a registration statement on Form S-4 (the "Form S-4") in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement Form S-4 and the transactions filing and effectiveness of the registration statement contemplated hereunderby Section 1.6(e), (civ) the filing of the Certificate of Merger with the Delaware Secretary Administrator pursuant to the DGCLMBCA, (dv) the filing of any notices or other filings under the HSR Actconsents, and such other consentsauthorizations, approvals, filings or registrations as may be exemptions required under any antitrust or competition Laws of non-U.S. jurisdictionsconsumer finance, mortgage banking and other similar laws, and (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fvi) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the Parent Share Issuance issuance of the shares of Citizens Common Stock pursuant to this Agreement and the approval of the listing quotation of such Parent Citizens Common Stock on the NYSENasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (geach a "Governmental Entity") are necessary in connection with the filings required in accordance with Part 12 consummation by Republic of the FSMA to obtain Merger and the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved other transactions contemplated by the FCA, no this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub Republic of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyAgreement.

Consents and Approvals. Except for (a) Subject to the filing terms and conditions of applicationsthis Agreement and applicable law, filings each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and noticesto do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the other Transaction Documents as applicablesoon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions specified in this Agreement to be fully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with the NYSE, and provide reasonable assistance to each other in (bi) the preparation and filing with the SEC Commission of the Joint Registration Statement, the Proxy Statement and any necessary amendments or supplements to any of the S-4 foregoing; (ii) seeking to have such Proxy Statement cleared by the Commission and such Registration Statement declared effective by the Commission, in which each case as soon as reasonably practicable after filing thereof; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the Joint Statement will be included as a prospectustransactions contemplated by this Agreement and the other Transaction Documents; (iv) using its best commercially reasonable efforts to obtain all required consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other 57 permissions or actions by, and declaration of effectiveness to give all required notices to and to make all required Filings with and applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the S-4conditions to each other party's obligation to consummate such transactions to be fully satisfied; (v) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by any Governmental Authority pursuant to the HSR Act and cooperating with each other party in complying with the requirements of the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Authority (an "INJUNCTION") preventing the consummation of the transactions contemplated hereby or by the other Transaction Documents; (vii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates, and such reports making all applications and filings under the Securities Act or the Exchange Actfilings, as may be necessary or reasonably requested in connection with any of the foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in the preceding sentence, (A) the parties and their respective Affiliates shall not be required to (i) pay any consideration, except filing fees; (ii) surrender, modify or amend in any respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, in each case to the extent that doing so would be adverse or burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with this Agreement and the transactions contemplated hereunderAgreement, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and party shall provide the other transactions contemplated herebyparties with drafts thereof and afford the other parties a reasonable opportunity to comment on such drafts.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, applications ---------------------- with the NYSEOffice of Thrift Supervision (the "OTS") and, if necessary, the Federal Deposit Insurance Corporation ("FDIC") and approval of such applications, (b) the filing of an application with the SEC New Jersey Department of Banking and Insurance (the "Banking Department") and approval of such application, (c) the filing with the Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of the Joint Statement Company's stockholders and the S-4 in which the Joint Statement will Buyer's stockholders to be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required held in connection with this Agreement and the transactions contemplated hereunderhereby (collectively, the "Proxy Statement"), (cd) the approval of this Agreement by the requisite vote of the stockholders of the Company, (e) the filing of the Certificate of Merger with the Delaware Secretary of New Jersey pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure ScheduleNJBCA, (f) such the filings and approvals as are required to be made or obtained under by the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSEBank Merger Agreement, (g) the filings required in accordance with Part 12 approval of the FSMA to obtain Bank Merger Agreement by the FCA Approval Company as the sole stockholder of the Company Bank and (h) subject to such filings, authorizations or approvals as may be set forth in Section 6.1(j), a Prospectus, if required, being approved by 3.4 of the FCACompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") or with any third party are necessary in connection with (i1) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or Agreement, (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company Bank of the Bank Merger Agreement, and (4) the consummation by the Company Bank of the Subsidiary Merger and the transactions contemplated thereby.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the filing expiration of applicationsrelated waiting periods required by, federal and state banking authorities, including filings and notices, as applicable, notices with the NYSEFederal Reserve and the Virginia State Corporation Commission Bureau of Financial Institutions (“VSCCBFI”), (bii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Joint Statement meeting of the Company’s shareholders to be held in connection with this Agreement and the S-4 transactions contemplated hereby and of the Registration Statement in which the Joint Statement such proxy statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (ciii) the filing of the Certificate Articles of Merger with the Delaware Secretary SCC pursuant to the DGCL, (d) VSCA and the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsBank Merger Certificates, (eiv) filing with the applications, filings, consents and notices, as applicable, set forth in Section 4.4 NASDAQ of a notification or application of the Parent Disclosure Schedulelisting of the shares of Purchaser Common Stock to be issued in the Merger, (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the Parent Share Issuance issuance of shares of Purchaser Common Stock pursuant to this Agreement, and (vi) the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCACompany’s shareholders required to approve the Merger under Virginia law, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary required to be made or obtained by the Company in connection with (i) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or (ii) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated herebyby this Agreement, including the Bank Merger. As of the date hereof, the Company has no Knowledge of any reason pertaining to the Company why any of the approvals referred to in this Section 3.2(f) should not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSEpre-merger notification report under the HSR Act, (b) the filing with the SEC of (i) the Joint Proxy Statement/Prospectus, (ii) a Registration Statement and the of Parent on Form S-4 in with respect to shares of Parent Common Stock which the Joint Statement will may be included as a prospectus, and declaration of effectiveness issued to stockholders of the S-4Company in the Merger or pursuant to converted Company Options (together with any amendments or supplements thereto, the "REGISTRATION STATEMENT") and (iii) such reports and filings under the Securities Exchange Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderhereby, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent Common Stock pursuant to this Agreement, (d) the filing of applications for the authorization of quotation on NASDAQ or such other national exchange on which the NYSEParent Common Stock is quoted or listed at the Effective Time of the Parent Common Stock issuable under this Agreement, (e) the Company Stockholder Approval, (f) the filings with any Governmental Entity as required under applicable law in each case as expressly set forth in Section 5.5 of the Parent Disclosure Schedule, (g) the filings required in accordance with Part 12 filing of the FSMA Certificate of Merger and the Amended and Restated Certificate of Incorporation of the Surviving Corporation with the Secretary of State of the State of Delaware pursuant to obtain the FCA Approval DGCL, and (h) subject consents and approvals previously obtained, (i) such filings, consents and approvals in respect of the Company Permits (without giving effect to Section 6.1(j)the materiality qualifier contained in the definition thereof) as are required by applicable law and (j) such other consents, approvals or filings the failure of which to obtain or make would not, individually or in the aggregate, have a Prospectus, if required, being approved by the FCAMaterial Adverse Effect on Parent, no consents or approvals of or filings or registrations with any Governmental Entity or third party are necessary in connection with (iA) the execution and delivery by each of Parent and or Merger Sub of this Agreement or and (iiB) the consummation by each of Parent and or Merger Sub of the Merger and the other transactions contemplated hereby. As of the date hereof, to Parent's Knowledge, there is no reason why the receipt of any such consents or approvals will not be obtained in a customary time frame once complete and appropriate filings have been made by the Company and Parent.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSEOffice of the Comptroller of the Currency (the “OCC”) and Federal Reserve Board and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the SEC Department and approval of such applications and notices, (c) the filing with the Superior Court of New Jersey of the Joint Statement Fiduciary Petition and the S-4 in which issuance by the Joint Statement will be included as a prospectus, and declaration Superior Court of effectiveness New Jersey of the S-4Substitution Order, and such reports and filings under (d) the filing with the Securities Act or and Exchange Commission (the Exchange Act, as may “SEC”) of a proxy statement in definitive form relating to the meeting of the Company's shareholders to be required held in connection with this Agreement and the transactions contemplated hereunderhereby (the "Proxy Statement") and the filing and declaration of effectiveness of the registration statement on Form S-4 (the "S-4") in which the Proxy Statement will be included as a prospectus, (ce) the approval of this Agreement by the requisite vote of the shareholders of the Company, (f) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLDepartmental Notice, (dg) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the Parent Share Issuance and the approval of the listing of such Parent the Buyer Common Stock to be issued in the Merger on the NYSENasdaq/GSM, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject such filings as shall be required to be made with any applicable state securities bureaus or commissions, (i) such consents, authorizations, approvals or exemptions under the Environmental Laws (as defined in Section 6.1(j)3.17) and notices and filings with the Internal Revenue Service (the “IRS”) or the Pension Benefit Guaranty Corporation (the “PBGC”) with respect to employee benefit plans as are described in Section 3.4 of the Company Disclosure Schedule and (j) such other filings, a Prospectus, if required, being approved by authorizations or approvals as may be set forth in Section 3.4 of the FCACompany Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity Entity") or with any third party (including any party to a Governing Agreement) are necessary in connection with (i1) the execution and delivery by each of Parent and Merger Sub the Company of this Agreement or (ii2) the consummation by each of Parent and Merger Sub the Company of the Merger and the other transactions contemplated herebyhereby (including the succession by the Surviving Trust Company to all of the rights and obligations of the Company with respect to the Non-objecting Trust Accounts).

Consents and Approvals. Except for (ai) the approval of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including, without limitation, the Financing), and the new intercompany tax agreements among the Company and the Subsidiaries which shall be effective as of the Closing, by each of the governmental and regulatory authorities listed on Schedule 4.11, (ii) the approval of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including, without limitation, the Financing), and the new intercompany tax agreements among the Company and the Subsidiaries which shall be effective as of the Closing, by any other governmental or regulatory authorities, the failure of which to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, (iii) filings in respect of the transactions contemplated hereby required to be made for compliance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (iv) the filing of applicationspremerger notification reports under the HSR Act and (v) consents, approvals, authorizations, declarations, filings and notices, as applicable, with registrations required (x) by the NYSE, (b) the filing with the SEC nature of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration business or ownership of effectiveness Buyer or (y) solely by reason of the S-4Financing (excluding any consents, and such reports and approvals, authorizations, declarations, filings under the Securities Act or the Exchange Act, as may be registrations otherwise required in connection with this Agreement and Agreement, the Ancillary Agreements or the transactions contemplated hereunderhereby or thereby), (c) the no consent, approval or authorization of, or declaration, filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLor registration with, (d) the filing of any notices governmental or regulatory authority, or any other filings under the HSR ActPerson, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are is required to be made or obtained under by Parent, Seller, Talegen, Ridge Re, the securities Company, any Subsidiary or “Blue Sky” Laws of various states Buyer on or prior to the Closing Date in connection with the Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents execution or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) any of the Ancillary Agreements, the performance of this Agreement, the Guarantees, the Tax Agreement, or the Ridge Re Treaty or the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyhereby and thereby.

Consents and Approvals. Except No consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any third party are necessary in connection with the execution and delivery by Northern Illinois of this Agreement and the consummation by Northern Illinois of the Merger and the other transactions contemplated hereby except for (a) the filing by GPF of applications, filings and notices, as applicable, an application with the NYSEBoard of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and the approval of such application, (b) the filing by Keeco, Inc., an Illinois corporation, and Northland Insurance Agency, Inc., an Illinois corporation, of an application with the SEC of Federal Reserve System under the Joint Statement BHC Act and the S-4 in which approval of such application, (c) the Joint Statement will be included as a prospectus, and declaration of effectiveness of the S-4, and such reports and filings under filing with the Securities Act or and Exchange Commission (the Exchange Act, as may "SEC") of a joint proxy statement in definitive form relating to the meetings of Northern Illinois' and Premier's stockholders to be required held in connection with this Agreement and the transactions contemplated hereunderhereby (the "Joint Proxy Statement") and the registration statement on Form S-4 (the "S-4") in which such Joint Proxy Statement will be included as a prospectus, (cd) the filing of a registration statement on Form 8-A (the Certificate "8- A") registering the GPF Common Stock under Section 12(g) of Merger the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (e) the filing of articles of merger with, and the issuance of a certificate of merger by, the Illinois Secretary under the IBCA, and the filing of a certificate of merger with the Delaware Secretary pursuant to the DGCL, (df) the filing of any notices or other filings under a consent to service of process, an appointment of the HSR ActIllinois Secretary as agent for service of process, and such other consents, approvals, filings or registrations as may an agreement with respect to any Dissenting Shares required to be required under any antitrust or competition Laws filed by GPF with the Illinois Secretary pursuant to Section 11.35 of non-U.S. jurisdictionsthe IBCA, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fg) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the Parent Share Issuance issuance of the shares of GPF Common Stock and GPF Preferred Stock pursuant to this Agreement, (h) the approval of an application to list the listing of such Parent GPF Common Stock on the NYSEThe Nasdaq Stock Market's National Market, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j)official notice of issuance, a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with and (i) the execution and delivery by each of Parent and Merger Sub approval of this Agreement or (ii) by the consummation by each of Parent and Merger Sub requisite vote of the Merger stockholders of Northern Illinois and the other transactions contemplated herebyPremier.

Consents and Approvals. Except for (a) Except for: (i) the filing filings of applicationsapplications or notices with, filings and noticesapprovals or waivers by, as applicablethe Federal Reserve Board, with the NYSE, FDIC and the CDBO; (bii) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness of a registration statement on Form S-4 (the S-4, and such reports and filings “Registration Statement”) under the Securities Act or the Exchange Actof 1933, as may amended (the “Securities Act”) including the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the meetings, including any adjournments or postponements thereof, of North Valley shareholders and TriCo shareholders to be required held in connection with this Agreement and the transactions contemplated hereunder, Merger (cthe “North Valley Meeting” and the “TriCo Meeting,” as the case may be); (iii) approval of the listing on the NASDAQ Global Select Market (“NASDAQ”) of the TriCo Common Stock to be issued in connection with the Merger; (iv) the Requisite North Valley Vote and the Requisite TriCo Vote (as defined below); (v) the filing of the Certificate Agreement of Merger with the Delaware Secretary pursuant to the DGCL, CGCL; (d) the filing of any notices or other filings under the HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (fvi) such filings and approvals as are required to be made or obtained under the applicable state securities laws or “Blue Sky” Laws of various states with NASDAQ in connection with the Parent Share Issuance and the approval issuance of the listing shares of such Parent TriCo Common Stock on the NYSE, pursuant to this Agreement; and (gvii) the filings and approvals required in accordance connection with Part 12 of the FSMA to obtain Bank Merger Agreement and the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCABank Merger, no consents or approvals of or filings or registrations with any Governmental Entity Entity, or with any third party are necessary in connection with with: (i1) the execution and delivery by each of Parent and Merger Sub North Valley of this Agreement or Agreement; (ii2) the consummation by each of Parent and Merger Sub North Valley of the Merger and the other transactions contemplated hereby; (3) the execution and delivery by North Valley Bank of the Bank Merger Agreement; and (4) the consummation by North Valley Bank of the Bank Merger and the transactions contemplated thereby; except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have a Material Adverse Effect on the ability of North Valley or North Valley Bank, as applicable, to consummate the transactions contemplated hereby.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSEFederal Reserve Board under the BHC Act, (bii) the filing with approval by the SEC OTS of the Joint Statement and the S-4 in which the Joint Statement will be included as a prospectus, and declaration of effectiveness distribution or transfer of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunderExcluded Assets, (ciii) the filing Chevy Chase Trust Required Consents, (iv) the ASB Capital Required Consents, (v) the consents and approvals set forth in Section 4.3 of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLBank Disclosure Schedule, (dvi) the filing of any notices or other filings under the HSR Actconsents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 4.4 of the Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states exemptions in connection with the Parent Share Issuance applicable provisions of federal or state securities Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, investment companies and investment advisors, (vii) the approval consents, authorizations, approvals, filings or exemptions in connection with the applicable provisions of insurance Laws and (viii) the listing consents, authorizations, approvals, filings and registrations of such Parent Common Stock third parties which are not Governmental Authorities, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the NYSE, (g) Bank or the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCAPurchaser, no consents or approvals of, or filings or registrations with, any Governmental Authority or of or with any other third party by and on behalf of the Bank (or by or on behalf of any acquiror of the Bank) are necessary in connection with the consummation by the Bank or the Sellers of the transactions contemplated hereby. No consents or approvals of, or filings or registrations with any Governmental Entity Authority or of or with any other third party by and on behalf of the Bank (or by or on behalf of any acquiror of the Bank) are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub the Sellers of this Agreement or (ii) the consummation by each of Parent and Merger Sub Agreement. As of the Merger date hereof, none of Sellers or the Bank is aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the other transactions contemplated hereby.

Consents and Approvals. Except for (ai) any filing required under the filing HSR Act and the expiration or early termination of applicationsany applicable waiting period thereunder, (ii) any filings of applications and notices, as applicable, with the NYSEinsurance regulatory authorities in the jurisdictions in which any insurance company Subsidiaries of Buyer operate their respective businesses and the approval of such applications or the grant of required licenses by such authorities, (biii) any filings, approvals or other requirements under applicable securities laws or applicable insurance company stock issuance laws, (iv) the filing with the SEC Securities and Exchange Commission (the "SEC") of the Joint Statement and proxy statement (as amended and/or supplemented from time to time, the S-4 in which "Proxy Statement") relating to the Joint Statement will meeting of its shareholders to be included as a prospectus, and declaration held for purposes of effectiveness obtaining shareholder approval of the S-4Charter Amendment, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with transactions contemplated by this Agreement and the transactions contemplated hereunderadoption of a 2001 stock option plan (the "Meeting"), (cv) any filings of applications and notices with the FSA in relation to the change of controller of the Company that will take effect on Closing, (vi) the filing of an amendment to the Certificate Company's Articles of Merger Association with the Delaware Secretary pursuant to appropriate authority in the DGCL, (d) the filing of any notices or other filings under the HSR ActCayman Islands, and such (vii) any other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, approvals set forth in Section 4.4 on Schedule 4.3 of the Parent Buyer's Disclosure Schedule, (f) no Consent is required to be obtained, made or given by or with respect to Buyer in connection with the execution and delivery by Buyer of any of the Transaction Documents to which Buyer is a party, the performance by Buyer of its obligations under any of such filings and approvals as are required Transaction Documents or the consummation of the transactions contemplated by the Transaction Documents, except for such Consents, the failure of which to be made or obtained under the securities would not reasonably be expected to have a Buyer Material Adverse Effect or “Blue Sky” Laws of various states which would not interfere in connection any material way with the Parent Share Issuance and ability of Buyer or its Subsidiaries to consummate the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved transactions contemplated by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated herebyTransaction Documents."