Common use of No Violations Clause in Contracts

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB or any Subsidiary of LISB is a party, or to which any of their respective properties or assets may be bound or affected; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this ------------- Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will RCFC does not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB RCFC or any of its Significant Subsidiaries, or to which RCFC or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB RCFC or the similar organizational documents of any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB RCFC or any Subsidiary of LISB its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB RCFC or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB referred to in a majority of the outstanding shares of RCFC Common Stock, (y) the approval of the Banking Board of the State of New York ("Banking Board") under Section 2.03(d143-b of the Banking Law of the Sate of New York ("Banking Law"), the approval of the Superintendent of Banks of the State of New York (the "Superintendent") under Section 601 of the Banking Law and any other requirement of the Banking Board or the Superintendent, the approval of the OTS, under HOLA, the approval of the NJBD and the approval of the appropriate regulatory authority under Section 18(c) of the FDIC (collectively, the "Requisite Regulatory Approvals") and (iiiz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, the executive officers of RCFC know of no reason pertaining to RCFC why any of the approvals referred to in this Section 2.4(e) should not be obtained without the imposition of any material condition or restriction described in the LISB Option Agreementproviso to Section 5.1(b).

No Violations. Subject to approval of this Agreement by LISBAFC's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f2.04(f), the execution, delivery and performance of this Agreement by LISB AFC and the execution, delivery and performance of the LISB AFC Option Agreement by LISB AFC will not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s))Law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB AFC or any Significant Subsidiary of LISB AFC or to which LISB AFC or any Significant Subsidiary of its Significant Subsidiaries AFC (or any of their respective properties) is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB AFC or any Significant Subsidiary of LISB AFC or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB AFC or any Subsidiary of LISB AFC under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB AFC or any Subsidiary of LISB AFC is a party, or to which any of their its respective properties or assets may be bound or affected; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB AFC Option Agreement Agreement, will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of governmental authorities referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB AFC referred to in Section 2.03(d2.04(d) and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB AFC Option Agreement.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will Queens do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB Queens or any of its Significant Subsidiary of LISB Subsidiaries, or to which LISB Queens or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB Queens or the similar organizational documents of any of its Significant Subsidiary of LISB Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB Queens or any Subsidiary of LISB its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB Queens or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iiw) the approval of the stockholders holders of LISB a majority of the outstanding shares of Queens Common Stock referred to in Section 2.03(d2.4(d), (x) the Requisite Regulatory Approvals, (y) the declaration of effectiveness by the SEC of the Registration Statement and the SEC's approval of Queens' and Haven's proxy materials and (iiiz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this ------------- Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will Bayonne do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB Bayonne or any of its Significant Subsidiaries, or to which Bayonne or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB Bayonne or the similar organizational documents of any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB Bayonne or any Subsidiary of LISB its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB Bayonne or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation by Bayonne and First Savings of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB a majority of the outstanding shares of Bayonne Common Stock entitled to vote, (y) the approval of the Office of Thrift Supervision ("OTS") under HOLA, and (z) the approval of the New Jersey Department of Banking (the "NJBD") and the approval of the appropriate regulatory authority under Section 18(c) of the FDIA. As of the date hereof, the executive officers of Bayonne know of no reason pertaining to Bayonne why any of the approvals referred to in this Section 2.03(d2.3(e) and (iii) such approvals, consents should not be obtained without the imposition of any material condition or waivers as are required under restriction described in the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementproviso to Section 5.1(b).

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will JSB do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB JSB or any of its Significant Subsidiaries, or to which JSB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB JSB or the similar organizational documents of any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB JSB or any Subsidiary of LISB its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB JSB or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB referred to in Section 2.03(d) a majority of the outstanding shares of JSB Common Stock and the approval of JSB as the sole stockholder of JSB Bank and (iiiy) the provision of notice to or the approval of, if required, the Office of Thrift Supervision ("OTS") under HOLA, the approval, if required, of the Federal Deposit Insurance Corporation under Section 18(c) of the FDIA, the approval of the Board of Governors of the Federal Reserve System ("FRB") under the Bank Holding Company Act of 1956, as amended, and the approval of the New York State Banking Department ("NYSBD") under the Banking Law of the State of New York (collectively, the "Requisite Regulatory Approvals"), and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or Agreement. As of the LISB Option Agreementdate hereof, the executive officers of JSB know of no reason pertaining to JSB why any of the approvals referred to in this Section 2.3(e) should not be obtained.

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

No Violations. Subject to approval Except as otherwise described in Section 2.6 of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred each other ancillary agreement related hereto to in Section 2.03(f)which it is a party, the execution, delivery and performance of this Agreement consummation by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the consummation Company of the transactions contemplated hereby or thereby and thereby, and compliance by LISB the Company with any of the provisions hereof and thereof, will not, constitute (i) a breach conflict with or violation of, or a default under, violate any law, including provision of any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subjectCompany Group Organization Documents, (ii) require any Consent under or result in a violation or breach or violation of, or a default under, the organization certificate constitute (with or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with without due notice or lapse of time or both would constitute both) a default (or give rise to any right of termination, cancellation, amendment or acceleration) under, any Kuncheng Material Contract (as defined below), or (iii) result in the termination termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required byby any Target under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result (immediately or with the passage of time or otherwise) in the creation or imposition of any lien, pledge, security interest, charge or other encumbrance Encumbrances (as hereafter defined) upon any of the properties properties, rights or assets of LISB the Company or any Subsidiary of LISB under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB or any Subsidiary of LISB is a partyCompany Subsidiaries, or (viii) subject to which any of their respective properties or assets may be bound or affected; obtaining the Consents from Governmental Authorities referred to in Section 2.5 hereof, and the consummation of the transactions contemplated hereby by LISB orwaiting periods referred to therein having expired, upon its execution and deliveryany condition precedent to such consent, by the LISB Option Agreement will not require any approval, consent authorization or waiver under having been satisfied, conflict with or violate any such foreign, federal, state or local Order, statute, law, rule, regulation, ordinance, principle of common law, constitution, treaty enacted, or any writ, arbitration award, injunction, directive, judgment, or decree, orderpromulgated, governmental permit issued, enforced or license entered by any Governmental Authority (each, a “Law” and collectively, the “Laws”) to which the Company or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders Company Subsidiaries or any of LISB referred to in Section 2.03(d) and (iii) such approvals, consents their respective assets or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementproperties is subject.

No Violations. Subject to approval receipt of any consents, approvals or waivers set forth in Section 3.1(f) of the Vasogen Disclosure Letter, none of the execution and delivery of this Agreement by LISB's stockholders and the obtaining of the approvalsVasogen, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the consummation of the transactions contemplated hereby Arrangement by Vasogen, compliance by Vasogen with any of its obligations under this Agreement, the execution and delivery of the Merger Agreement by Vasogen and Vasogen US, the consummation of the Merger by Vasogen and Vasogen US or thereby compliance by LISB will not, constitute Vasogen and Vasogen US with any of their obligations under the Merger Agreement will: (i) violate, conflict with, or result in a breach or violation of any provision of, or constitute a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with due or without notice or lapse of time or both both, would constitute a default default) under), or result in the a right of termination of, accelerate the performance required byor acceleration under, or result in the creation of any lienLien upon, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB any Vasogen Company or cause any Subsidiary Indebtedness of LISB any Vasogen Company to come due before its stated maturity or cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on any Vasogen Company under, any of the terms, conditions or provisions of of, (A) the Vasogen Organizational Documents, or (B) any note, bond, mortgage, indenture, loan agreement, deed of trust, loan agreement Lien, Lease or other agreement, instrument or obligation Contract to which LISB or any Subsidiary of LISB Vasogen Company is a party, party or to which any of their respective its properties or assets may be bound subject or affectedby which any Vasogen Company is bound; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) subject to obtaining the approval Regulatory Approvals and the Required Vote and except for complying with applicable corporate, competition and securities Laws, (A) violate any Law applicable to any Vasogen Company or any of its properties or assets; or (B) cause the stockholders suspension or revocation of LISB referred to any Permit currently in Section 2.03(deffect (except, in the case of clauses (i)(B) and (iiiii) above, for such approvalsviolations, consents conflicts, breaches, defaults, terminations, accelerations, creations of Liens, payments or waivers as are required under other obligations which, or any Permits which, if suspended or revoked, would not, individually or in the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementaggregate, reasonably be expected to have a Material Adverse Effect).

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), Neither the execution, delivery and delivery, or performance of this Agreement or the CVR Agreement by LISB and SmartFinancial or Merger Sub, as applicable, nor the execution, delivery and delivery, or performance of the LISB Option Bank Merger Agreement by LISB will notSmartBank, and nor the consummation of the transactions contemplated hereby by this Agreement, the CVR Agreement, or thereby by LISB the Bank Merger Agreement, will not, constitute (i) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument assuming the approval of LISB or any Significant Subsidiary the Stock Issuance Proposal by the shareholders of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default underSmartFinancial, the organization certificate approval of this Agreement by SmartFinancial as the sole shareholder of Merger Sub in accordance with the articles of incorporation and bylaws of Merger Sub and applicable Law, and the approval of the Bank Merger Agreement by SmartFinancial as the sole shareholder of SmartBank in accordance with the charter and bylaws of SmartBank and applicable Law, violate the charter or articles of incorporation or bylaws of LISB SmartFinancial, Merger Sub, or SmartBank or (ii) assuming that the consents, approvals, waivers, notices, filings, and registrations referred to in Section 5.2(f) have been obtained and made and all applicable waiting periods have expired, (A) violate any Law, permit, or license to which SmartFinancial or SmartBank or any Significant Subsidiary of LISB their Subsidiaries (or the properties or assets of SmartFinancial or SmartBank or any of their Subsidiaries) are subject or by which SmartFinancial or SmartBank or any of their Subsidiaries (or the properties or assets of SmartFinancial or SmartBank or any of their Subsidiaries) are bound or (iiiB) constitute a breach or violation of, of or a default under (or an event which which, with due notice or lapse of time or both would both, could constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of LISB SmartFinancial or SmartBank or any Subsidiary of LISB their Subsidiaries under, any of the terms, conditions conditions, or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation Contract to which LISB SmartFinancial or SmartBank, or any Subsidiary of LISB their Subsidiaries, is a party, party or to or by which any of their respective the properties or assets of SmartFinancial or SmartBank, or any of their Subsidiaries, may be bound subject or affected; bound, except, in the case of clause (B) above, for breaches, violations, defaults, terminations, accelerations, or Liens that have not had and would not reasonably be expected to have, either individually or in the consummation of the transactions contemplated hereby by LISB oraggregate, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementa Material Adverse Effect on SmartFinancial.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this ------------- Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will SCCB do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB SCCB or any of its Significant Subsidiaries, or to which SCCB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB SCCB or the similar organizational documents of any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB SCCB or any Subsidiary of LISB underits Subsidiaries, under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB SCCB or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affected; subject, and the consummation of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB referred to in a majority of the outstanding shares of SCCB Common Stock, (y) the approval of the Office of Thrift Supervision ("OTS") under HOLA and the approval of the appropriate regulatory authority under Section 2.03(d18(c) of the FDIA (collectively, the "Requisite Regulatory Approvals"), and (iiiz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, the executive officers of SCCB know of no reason pertaining to SCCB why any of the approvals referred to in this Section 2.3(e) should not be obtained without the imposition of any material condition or restriction described in the LISB Option Agreementproviso to Section 5.1(b).

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), Neither the execution, delivery and delivery, or performance of this Agreement by LISB and BancShares, FCB, or Merger Sub, as applicable, nor the execution, delivery and delivery, or performance of the LISB Option Bank Merger Agreement by LISB will notFCB, and nor the consummation of the transactions contemplated hereby by this Agreement or thereby by LISB the Bank Merger Agreement, will not, constitute (i) a breach or violation ofassuming the approval of this Agreement and the Bank Merger Agreement by BancShares as the sole shareholder of FCB in accordance with the charter and bylaws of FCB and applicable Law, or a default underand the approval of this Agreement by FCB as the sole shareholder of Merger Sub in accordance with the articles of incorporation and bylaws of Merger Sub and applicable Law, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, violate the organization certificate charter or articles of incorporation or bylaws of LISB BancShares, FCB, or Merger Sub or (ii) assuming that the consents, approvals, waivers, notices, filings, and registrations referred to in Section 5.2(e) have been obtained and made and all applicable waiting periods have expired, (A) violate any Law, permit, or license to which BancShares or FCB or any Significant Subsidiary of LISB their Subsidiaries (or the properties or assets of BancShares or FCB or any of their Subsidiaries) are subject or by which BancShares or FCB or any of their Subsidiaries (or the properties or assets of BancShares or FCB or any of their Subsidiaries) are bound or (iiiB) constitute a breach or violation of, of or a default under (or an event which which, with due notice or lapse of time or both would both, could constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of LISB BancShares or FCB or any Subsidiary of LISB their Subsidiaries under, any of the terms, conditions conditions, or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation Contract to which LISB BancShares or FCB, or any Subsidiary of LISB their Subsidiaries, is a party, party or to or by which any of their respective the properties or assets of BancShares or FCB, or any of their Subsidiaries, may be bound subject or affected; bound, except, in the case of clause (B) above, for breaches, violations, defaults, terminations, accelerations, or Liens that have not had and would not reasonably be expected to have, either individually or in the consummation of the transactions contemplated hereby by LISB oraggregate, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementa Material Adverse Effect on BancShares.

No Violations. Subject to approval (i) To the best of Gulf Indonesia's knowledge, after reasonable inquiry, neither the execution and delivery of this Agreement by LISB's stockholders and Gulf Indonesia nor the obtaining completion of the approvalsOffer, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement a Compulsory Acquisition or a Subsequent Acquisition Transaction contemplated hereby nor compliance by LISB and the execution, delivery and performance Gulf Indonesia with any of the LISB Option Agreement by LISB will notprovisions hereof will: (1) violate, and the consummation of the transactions contemplated hereby conflict with, or thereby by LISB will not, constitute (i) result in a breach or violation of any provision of, require any consent, approval or notice under, or constitute a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), default) or result in the a right of termination ofor acceleration under, accelerate the performance required byor permit any person to exercise rights against Gulf Indonesia or any of its Subsidiaries, or have an adverse effect on Gulf Indonesia or any of its Subsidiaries, or result in the creation of any lien, pledgecharge, security interestencumbrance, charge claim or other encumbrance right of others (collectively, "encumbrance") upon any of the properties or assets of LISB Gulf Indonesia or any Subsidiary of LISB underits Subsidiaries or cause any indebtedness to come due before its stated maturity or cause any credit to cease to be available, under any of the terms, conditions or provisions of (A) their respective charters or by-laws or other comparable organizational documents or (B) any material note, bond, mortgage, indenture, loan agreement, deed of trust, loan agreement agreement, lien, contract or other agreement, instrument or obligation to which LISB Gulf Indonesia or any Subsidiary of LISB its Subsidiaries is a party, party or to which any of them, or any of their respective properties or assets, may be subject or by which Gulf Indonesia or any of its Subsidiaries is bound; (2) subject to compliance with the statutes and regulations referred to in Schedule B, "Appropriate Regulatory Approvals", violate any Law applicable to Gulf Indonesia or any of its Subsidiaries or any of their respective properties or assets may be bound or affected; and (except, in the consummation case of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver each of any other party to any such agreement, indenture or instrument, other than clauses (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d1) and (iii2) above, for such approvalsviolations, consents conflicts, breaches, defaults, terminations, accelerations or waivers creations of encumbrances which, or any consents, approvals or notices which if not given or received, could not reasonably be expected to have any material adverse effect on Gulf Indonesia and its Subsidiaries taken as are required under a whole or prevent or materially delay the federal making and state securities completion of the Offer by Bidco, a Compulsory Acquisition or "blue sky" laws in connection with a Subsequent Acquisition Transaction or any of the other transactions contemplated hereby); (3) cause the suspension or revocation of any authorization, consent, approval or licence currently in effect which could reasonably be expected to have a material adverse effect on Gulf Indonesia and its Subsidiaries taken as a whole or prevent or materially delay the making and completion of the Offer by this Agreement Bidco, a Compulsory Acquisition or a Subsequent Acquisition Transaction or any of the LISB Option Agreementother transactions contemplated hereby; or (4) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Gulf Indonesia or any Subsidiary.

No Violations. Subject to approval The execution and delivery by MITI of this Agreement by LISB's stockholders and the obtaining of the approvals------------- Agreement, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the consummation of the transactions contemplated hereby or thereby and compliance by LISB MITI with any of the provisions hereof will not, constitute not (i) conflict with or result in a breach of any of the provisions of the Articles or violation of, the Certificates of Incorporation or a default underBy-laws or other governing instruments of MITI, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB its United States subsidiaries or any of its Significant Subsidiaries (or any of their respective properties) is subjectthe Joint Venture Entities, (ii) except as set forth on Schedule 6.5 and except for any of the following which does not and will not have an MITI Material Adverse Effect, require any consent, approval or notice under or result in a violation or breach or violation of, or a default under, the organization certificate constitute (with or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with without due notice or lapse of time or both would constitute both) a default under)(or give rise to any right of termination, cancellation or result in the termination of, accelerate acceleration or augment the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB under, required) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, loan license, agreement or other agreement, instrument or obligation to which LISB MITI, any of its United States subsidiaries or any Subsidiary of LISB the Joint Venture Entities is a party, party or to by which any of them or any of their respective properties or assets may be bound bound, (iii) result in the creation or affected; and the consummation imposition of any lien, charge or other encumbrance of any kind upon any of the transactions contemplated hereby by LISB orassets of MITI, upon any of its execution United States subsidiaries or any of the Joint Venture Entities other than any such lien, charge or other encumbrance which does not and delivery, by the LISB Option Agreement will not require any approvalhave a MITI Material Adverse Effect, consent or waiver under any such law, rule, regulation, judgment, decree, order, (iv) subject to the obtaining of the governmental permit or license or the approval, consent or waiver of any and other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b)6.7, (ii) the approval contravene any material law, rule or regulation of any state or of the stockholders United States or any political subdivision thereof or therein or of LISB referred any foreign country or political subdivision thereof or therein, or any material order, writ, judgment, injunction, decree, determination or award currently in effect to in Section 2.03(d) and (iii) such approvalswhich MITI, consents any of its United States subsidiaries or waivers as any of the Joint Venture Entities or any of their assets or properties are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementsubject.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this ------------- Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will UFB do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB UFB or any of its Significant Subsidiaries, or to which UFB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB UFB or the similar organizational documents of any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB UFB or any Subsidiary of LISB its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB UFB or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affected; subject and the consummation of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB referred to in Section 2.03(da majority of the outstanding shares of UFB Common Stock, (y) the Requisite Regulatory Approvals, and (iiiz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, the executive officers of UFB know of no reason pertaining to UFB why any of the approvals referred to in this Section 2.4(e) should not be obtained without the imposition of any material condition or restriction described in the LISB Option Agreementproviso to Section 5.1(b).

No Violations. Subject to approval None of the sale or issuance of the Shares or Warrant (or the issuance and delivery of the Warrant Shares), the execution and delivery by the Company of this Agreement by LISB's stockholders and the obtaining Registration Rights Agreement, or the fulfillment by the Company of the approvals, consents and waivers referred to terms set forth in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Registration Rights Agreement by LISB will not, and the consummation of the transactions contemplated hereby or thereby by LISB this Agreement and the Registration Rights Agreement (including, without limitation, the granting by the Company to the Purchaser of the preemptive rights in Section 9.3 hereof), will not, constitute (i) except as disclosed in writing to the Purchaser on October 21, 2009, violate, conflict with or constitute a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or constitute a default under (or an event which which, with due or without notice or lapse of time or both both, would constitute be a breach of or default under)under or violation of the Articles of Incorporation or By-laws or would be a breach of or default under or violation of, or result in the termination give to others any rights of termination, amendment, acceleration or cancellation of, accelerate the performance required byany agreement, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB under, any of the terms, conditions or provisions of any note, bonddocument, indenture, deed of trust, loan agreement mortgage or other agreement, instrument or obligation to undertaking by which LISB the Company or any Subsidiary of LISB its subsidiaries is a party, bound or to which any of its or their respective properties are subject, or assets may would be bound or affected; and the consummation a violation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, administrative regulation, judgment, decree, order, governmental permit order or license decree applicable to the Company or the approval, consent or waiver any of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b)its subsidiaries, (ii) except as disclosed in writing to the Purchaser on October 21, 2009, require the consent of any person or entity under any agreement, indenture, mortgage, document or other instrument or undertaking by which the Company or any of its subsidiaries is bound or to which any of its or their properties are subject, (iii) except as specifically contemplated by this Agreement, as required under the NYSE, as required under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and any applicable state securities laws, require the Company or any of its subsidiaries to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof, except as such consent, authorization or order has been obtained prior to the date hereof, except for approval of the NYSE or registration of the Shares and Warrant Shares as required under the Registration Rights Agreement, (iv) require the consent, approval or authorization of the stockholders of LISB referred the Company under the rules and regulations of the NYSE, or (v) require any action under the terms of Subtitle 7 of Title 3 of the Maryland General Corporation Law (the “MGCL”) or Section 3-602 of the MGCL. Except as disclosed in the SEC Documents, neither the Company nor its subsidiaries is in violation of any term of or in default under its Articles of Incorporation or By- laws or their organizational charter or by-laws, respectively, or any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries. The business of the Company and its subsidiaries is not being conducted in Section 2.03(dviolation of any material law, ordinance or regulation of any governmental entity. All the properties and assets owned by the Company or any of its subsidiaries that are subject to the Joint Venture Purchase Agreement (as defined below) constitute exempt assets for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and (iiiRules 802.2(h) such approvalsand 802.5 thereunder, consents or waivers as are required under the federal and state securities or "blue sky" laws and, in connection with the transactions contemplated joint venture involving the Operating Partnership and the Purchaser (the “Rapids JV”), the Company shall use its commercially reasonable efforts to cause the Rapids JV to use such properties and assets that are subject to the Joint Venture Purchase Agreement for investment or rental purposes only in compliance with the exemption provided by this Agreement or Rule 802.5 under the LISB Option AgreementHSR Act.

No Violations. Subject to approval of this Agreement by LISBSeller's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Seller Option Agreement by LISB Seller will not, and the consummation of the transactions contemplated hereby or thereby by LISB Seller will not, constitute (i) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB Seller or any Significant Subsidiary of LISB Seller or to which LISB Seller or any of its Significant Subsidiaries (or any of their respective properties) is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB Seller or any Significant Subsidiary of LISB Seller or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB Seller or any Subsidiary of LISB Seller under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB Seller or any Subsidiary of LISB Seller is a party, or to which any of their respective properties or assets may be bound or affected; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), ) and (ii) the approval of the stockholders of LISB Seller referred to in Section 2.03(d) and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement).

No Violations. Subject to approval Except as set forth in Schedule 3.3 of the Pacific -------------- ------------- Disclosure Letter, neither the execution and delivery by Stockholder or Pacific USA of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and nor the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute herein in accordance with the terms hereof will: (i) conflict with or result in a breach or violation of, or a default under, of any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument provisions of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws by-laws (or other similar constituent documents with respect to any firm other than a corporation) of LISB Stockholder, Pacific USA or any Significant Subsidiary of LISB Affiliate thereof, as applicable; (ii) violate, or (iii) conflict with, or result in a breach or violation of any provision of, or constitute a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default default) under), or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the triggering of any payments or obligations under, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of LISB or any Subsidiary of LISB under, any of the terms, conditions or provisions of Stockholder Shares under any note, bond, mortgage, indenture, deed of trust, loan license, lease, contract, commitment, agreement or other agreement, instrument or obligation arrangement to which LISB Stockholder, Pacific USA, the Company or any Company Subsidiary of LISB is a party, party or to by which any of their respective properties or assets may be are bound or affected; (iii) violate any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to Stockholder, Pacific USA, the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Material Adverse Effect on Stockholder, Pacific USA or the Company. Except as set forth in Schedule 3.3 of ------------ the Pacific Disclosure Letter, no consent, approval or authorization of, or declaration, filing or registration with, any court or governmental, administrative or regulatory authority or agency, domestic or foreign (each, a "Governmental Entity") is required to be made by or with respect to Stockholder, ------------------- Pacific USA, the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby by LISB orhereby, upon its execution and delivery, or conduct by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or Company of its business following the approval, consent or waiver of any other party to any such agreement, indenture or instrument, Closing as conducted on the date hereof other than (i) the those that may be required approvals, consents and waivers referred to solely by reason of Buyer's participation in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementhereby.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will RedFed do not, and the consummation of the transactions contemplated hereby or thereby by LISB RedFed will not, constitute (iA) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB RedFed or to which LISB RedFed or any of its Significant Subsidiaries (or any of their respective properties) properties is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (iiB) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws by-laws of LISB or any Significant Subsidiary of LISB RedFed or (iiiC) a breach or violation of, or a default under (or an event which with due the giving of notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB RedFed under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB or any Subsidiary of LISB RedFed is a party, or to by which any of their respective its properties or assets may be bound or affected; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require RedFed to obtain any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of governmental authorities or other persons referred to in Section 5.01(b6.1(b), (ii) the approval of the stockholders of LISB RedFed referred to in Section 2.03(d) 3.3(e), and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.. 6

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this ------------- Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will RCFC does not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB RCFC or any of its Significant Subsidiaries, or to which RCFC or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB RCFC or the similar organizational documents of any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB RCFC or any Subsidiary of LISB its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB RCFC or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB referred to in Section 2.03(da majority of the outstanding shares of RCFC Common Stock, (y) the Requisite Regulatory Approvals and (iiiz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, the executive officers of RCFC know of no reason pertaining to RCFC why any of the approvals referred to in this Section 2.4(e) should not be obtained without the imposition of any material condition or restriction described in the LISB Option Agreementproviso to Section 5.1(b).

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will RBI do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB RBI or any of its Significant Subsidiaries, or to which RBI or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB RBI or the similar organizational documents of any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB RBI or any Subsidiary of LISB its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB RBI or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB referred to in Section 2.03(da majority of the outstanding shares of RBI Common Stock, (y) the Requisite Regulatory Approvals and (iiiz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, the executive officers of RBI know of no reason pertaining to RBI why any of the approvals referred to in this Section 2.4(e) should not be obtained without the imposition of any material condition or restriction described in the LISB Option Agreementproviso to Section 5.1(b).

No Violations. Subject to approval Neither the authorization, execution and delivery of this Agreement by LISB's stockholders and the obtaining any of the approvalsVendors or the Purchased Entities, consents and waivers referred to in Section 2.03(f), nor the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the consummation completion of the transactions contemplated hereby or thereby by LISB will nothereby, constitute (i) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any nor the performance of their respective propertiesobligations hereunder, will: (1) is subjectviolate, conflict with, or result (iiwith or without notice or the passage of time) in a violation or breach or violation of any material provision of, require any consent, approval or notice under, or constitute a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB under, default) under any of the terms, conditions or provisions of: (A) the constating documents governing any of the Vendors or the Purchased Entities or any note, bond, indenture, deed of trust, loan agreement the Purchased Entities’ Subsidiaries or (B) any Material Contract or other agreement, instrument or obligation to which LISB any of the Vendors or the Purchased Entities or any Subsidiary of LISB their respective Subsidiaries is a party, party or to which any of them, or any of their respective properties or assets assets, may be bound subject or affected; and the consummation by which any of the transactions contemplated hereby by LISB orVendors or the Purchased Entities or any of their respective Subsidiaries is bound and, upon in each case, individually or in the aggregate would materially adversely affect any of the Vendors’ ability to perform its execution and deliveryobligations under this Agreement, by or (C) any Law applicable to any of the LISB Option Agreement will not Vendors or the Purchased Entities or any of their respective Subsidiaries or any of their respective properties or assets; or (2) subject to obtaining the Key Regulatory Approvals: (A) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to any of the Vendors or the Purchased Entities or any of their respective Subsidiaries or any of their respective properties or assets; or (B) require any the consent, approval, consent notice or waiver under any such law, rule, regulation, judgment, decreeauthorization, order, governmental permit or license agreement of, or registration with any Governmental Entity or other Person. There are no consents, approvals and notices required from any third party under any Contracts of the Vendors or any of the Purchased Entities or their respective Subsidiaries or to which any of them, or any of their respective properties or assets, may be subject or by which any of the Vendors or the approval, consent Purchased Entities or waiver any of any other party their respective Subsidiaries is bound in order for the Vendors and the Purchased Entities to any such agreement, indenture or instrument, other than (i) proceed with the required approvals, consents execution and waivers referred to in Section 5.01(b), (ii) delivery of this Agreement and the approval completion of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), Neither the execution, delivery and delivery, or performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and CFI or Bank nor the consummation of the transactions contemplated hereby or thereby by LISB this Agreement will not, constitute (i) assuming the approval of this Agreement by the shareholders of CFI in accordance with the charter and bylaws of CFI and applicable Law and the approval of the Bank Merger Agreement by CFI as the sole shareholder of Bank in accordance with the charter and bylaws of Bank and applicable Law, violate the charter, bylaws, or other organizational documents of CFI or Bank or any of their Subsidiaries or (ii) assuming that the consents, approvals, waivers, notices, filings, and registrations referred to in Section 4.2(f) have been obtained and made and all applicable waiting periods have expired, (A) violate any Law, permit, or license to which the Community First Parties or any of their Subsidiaries (or the properties or assets of the Community First Parties or any of their Subsidiaries) are subject or by which the Community First Parties or any of their Subsidiaries (or the properties or assets of the Community First Parties or any of their Subsidiaries) are bound or (B) constitute a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both would both, could constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of LISB CFI or Bank or any Subsidiary of LISB their Subsidiaries under, any of the terms, conditions conditions, or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation Contract to which LISB CFI or Bank, or any Subsidiary of LISB their Subsidiaries, is a party, party or to or by which any of their respective the properties or assets of CFI or Bank, or any of their Subsidiaries, may be bound subject or affected; and bound, except, in the consummation case of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), clause (ii) above, for breaches, violations, defaults, terminations, accelerations, or liens that would not reasonably be expected to have, either individually or in the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvalsaggregate, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementa CFI Material Adverse Effect.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will TRFC do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB TRFC or any of its Significant Subsidiaries, or to which TRFC or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB TRFC or the similar organizational documents of any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB TRFC or any Subsidiary of LISB its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB TRFC or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB referred to in a majority of the outstanding shares of TRFC Common Stock, (y) the approval of the Banking Board of the State of New York ("Banking Board") under Section 2.03(d143-b of the Banking Law of the State of New York ("Banking Law"), the approval of the Superintendent of Banks of the State of New York ("Superintendent") under Section 601 of the Banking Law and any other requirement of the Banking Board or the Superintendent, the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA if necessary (or the receipt of a waiver of such requirement), the approval of the Office of Thrift Supervision under the Home Owners' Loan Act of 1933, as amended ("HOLA"), and the approval of the appropriate regulatory authority under Section 18(c) of the FDIA (collectively, the "Requisite Regulatory Approvals"), and (iiiz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, the executive officers of TRFC know of no reason pertaining to TRFC why any of the approvals referred to in this Section 2.3(e) should not be obtained without the imposition of any material condition or restriction described in the LISB Option Agreementproviso to Section 5.1(b).

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this ------------- Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will First Capital do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, assuming receipt of all Requisite Regulatory Approvals and requisite shareholder approvals, constitute (i) a breach or violation of, or a default under, of any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument license of LISB or any Significant Subsidiary of LISB or to which LISB First Capital or any of its Significant Subsidiaries, or to which First Capital or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach violation of the Articles of Incorporation or violation of, Bylaws of First Capital or a default under, the organization certificate or articles similar organizational documents of incorporation or bylaws any of LISB or any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB First Capital or any Subsidiary of LISB underits Subsidiaries, under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB First Capital or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affected; subject. The consummation by First Capital and the consummation First Federal of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to SECTION 1.9) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii1) the approval of the stockholders holders of LISB referred to in Section 2.03(da majority of the outstanding shares of First Capital Common Stock and the approval of First Capital as the sole shareholder of Merger Sub and First Federal, (2) the Requisite Regulatory Approvals and (iii3) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, the executive officers of First Capital know of no reason pertaining to First Capital why 30 any of the approvals referred to in this SECTION 2.4(F) should not be obtained without the imposition of any material condition or restriction described in the LISB Option Agreementlast proviso in SECTION 5.1(B).

No Violations. Subject to Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the PRO Disclosure Schedule no filing with or notice to, and no remit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by PRO of this Agreement or the consummation by LISB's stockholders and the obtaining PRO of the approvalstransactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents and waivers referred or approvals or to make such filings or give such notice would not have a Material Adverse Effect on PRO. Except as set forth in Section 2.03(f)2.6 of the PRO Disclosure Schedule, neither the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and PRO nor the consummation by PRO of the transactions contemplated hereby or thereby by LISB will not, constitute (i) a conflict with or result in any breach of any provision of the respective Certificate of Incorporation or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries Bylaws (or any similar governing documents) of their respective properties) is subjectPRO, (ii) result in a violation or breach or violation of, or a default under, the organization certificate constitute (with or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with without due notice or lapse of time or both would constitute both) a default under)(or give rise to any right of termination, amendment, cancellation or result in the termination of, accelerate the performance required by, acceleration or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, loan license, contract, agreement or other agreement, instrument or obligation to which LISB or any Subsidiary of LISB PRO is a party, party or to by which any of their respective its properties or assets may be bound bound, or affected; and the consummation of the transactions contemplated hereby by LISB or(iii) violate any order, upon its execution and deliverywrit, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgmentinjunction, decree, orderlaw, governmental permit statute, rule or license regulation applicable to PRO or any of its properties or assets, except in the approval, consent or waiver case of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and or (iii) such approvalsfor violations, consents breaches or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementdefaults which would not have a Material Adverse Effect on PRO.

No Violations. Subject to Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1916, as amended (the "HSR Act"), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the TBCA, and as set forth on Schedule 2.6 of the ET Disclosure Schedule no filing with or notice to, and no remit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by ET of this Agreement or the consummation by LISB's stockholders and the obtaining ET of the approvalstransactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents and waivers referred or approvals or to make such filings or give such notice would not have a Material Adverse Effect on ET. Except as set forth in Section 2.03(f)2.6 of the ET Disclosure Schedule, neither the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and ET nor the consummation by ET of the transactions contemplated hereby or thereby by LISB will not, constitute (i) a conflict with or result in any breach of any provision of the respective Certificate of Incorporation or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries Bylaws (or any similar governing documents) of their respective properties) is subjectET, (ii) result in a violation or breach or violation of, or a default under, the organization certificate constitute (with or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with without due notice or lapse of time or both would constitute both) a default under)(or give rise to any right of termination, amendment, cancellation or result in the termination of, accelerate the performance required by, acceleration or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlease, loan license, contract, agreement or other agreement, instrument or obligation to which LISB or any Subsidiary of LISB ET is a party, party or to by which any of their respective its properties or assets may be bound bound, or affected; and the consummation of the transactions contemplated hereby by LISB or(iii) violate any order, upon its execution and deliverywrit, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgmentinjunction, decree, orderlaw, governmental permit statute, rule or license regulation applicable to ET or any of its properties or assets, except in the approval, consent or waiver case of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and or (iii) such approvalsfor violations, consents breaches or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementdefaults which would not have a Material Adverse Effect on ET.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this ------------- Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will RBI do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB RBI or any of its Significant Subsidiaries, or to which RBI or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB RBI or the similar organizational documents of any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB RBI or any Subsidiary of LISB its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB RBI or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB referred to in Section 2.03(da majority of the outstanding shares of RBI Common Stock, (y) the Requisite Regulatory Approvals and (iiiz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, the executive officers of RBI know of no reason pertaining to RBI why any of the approvals referred to in this Section 2.4(e) should not be obtained without the imposition of any material condition or restriction described in the LISB Option Agreementproviso to Section 5.1(b).

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will Haven do not, and the consummation of the transactions contemplated hereby or and thereby by LISB will not, constitute (i) assuming (in the case of this Agreement only) receipt of all Requisite Regulatory Approvals (as defined herein) and (in the case of this Agreement only) requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB Haven or any of its Significant Subsidiary of LISB Subsidiaries, or to which LISB Haven or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB Haven or the similar organizational documents of any of its Significant Subsidiary of LISB Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB Haven or any Subsidiary of LISB its Significant Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB Haven or any Subsidiary of LISB its Significant Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iiv) the approval of the stockholders holders of LISB a majority of the outstanding shares of Haven Common Stock referred to in Section 2.03(d2.3(d), (w) the approval of the Office of Thrift Supervision ("OTS") under the HOLA, the approval of the FDIC under Section 18(c) of the FDIA, the approval of the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (including the approval for Queens to become a financial holding company in connection with the Merger) and the approval of the NASD for a change in control of any broker-dealers, (x) the declaration of effectiveness by the SEC (as defined herein) of the Registration Statement (as defined herein) and the SEC's approval of Haven's and Queens' proxy materials, (y) approval of the Antitrust Division of the Department of Justice or the Federal Trade Commission under the antitrust laws, including, without limitation, the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, or the expiration of any required waiting periods thereunder ((w), (x) and (iiiy) are, collectively, referred to as the "Requisite Regulatory Approvals") and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB SBI and the execution, delivery and performance of the LISB Option Agreement by LISB will Interim Bank does not, and the consummation of the transactions contemplated hereby or thereby by LISB SBI and Interim Bank will not, constitute (i) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB SBI or any of its Significant Subsidiaries Interim Bank (or any of their SBI's respective propertiesproperties or assets) is subject, which breach, violation or default would have a Material Adverse Effect on SBI on a consolidated basis, or enable any person to enjoin the Merger, (ii) a breach or violation of, or a default under, the organization certificate SBI's or Interim Bank's articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the SBI's properties or assets of LISB or any Subsidiary of LISB under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB or any Subsidiary of LISB it is a party, or to which any of their respective SBI's properties or assets may be bound or affected, except for any of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect on SBI, on a consolidated basis; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of governmental authorities referred to in Section 5.01(b5.1(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) any such approval, consent or waiver that already has been obtained and (iii) such any other approvals, consents or waivers as are required under the federal and state securities absence of which, individually or "blue sky" laws in connection with the transactions contemplated by this Agreement aggregate, would not result in a Material Adverse Effect on SBI, on a consolidated basis, or enable any person to enjoin the LISB Option AgreementMerger.

No Violations. Subject to approval Neither the execution of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and nor the consummation of the transactions contemplated hereby by this Agreement (a) violates or thereby by LISB will notviolate the articles of incorporation or bylaws of the Company, (b) except as set forth in Section 5.4 of the Disclosure Schedule, violates, conflicts with, constitutes or will constitute (i) a breach or violation of any term or provision of, or a default under, any lawacceleration, including any Environmental Law (as defined in Section 2.03(s)), rule termination or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument modification of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation the terms of, or entitle any party to declare such a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation ofdefault, or a default to accelerate, terminate or modify the terms of or under (in each case with or an event which with due without notice or lapse of time or both would constitute a default underboth), or result in the termination of, accelerate the performance required by, or result in the creation any provision of any lienindenture, pledgemortgage, security interestlease, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB underlicense, any of the termscontract, conditions or provisions of any loan, note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or other obligation to which LISB or any Subsidiary of LISB the Company is a party, or to by which it or any of their respective its assets and properties are or assets may be bound or affected; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery(c) violates or conflicts with any law, by the LISB Option Agreement will not require any approvalstatute, consent or waiver under any such lawordinance, rule, regulation, judgmentorder, writ, injunction, decree, judgment, award or other order of any Governmental Authority or body having jurisdiction over the Company or any of its assets or operations (each, an “Applicable Law”), (d) violates any license, permit, consent, order, governmental permit authorization or license or the approval, consent or waiver approval of any other party Governmental Authority (collectively, the “Permits”) that are (i) currently issued to the Company or (ii) required for the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business or to permit it to own and use its assets in the manner it currently owns and uses them, or (e) results in the creation or imposition of any Liens with respect to any such agreement, indenture of the assets or instrumentproperties of the Company, other than (ix) the required approvals, consents and waivers referred to Liens set forth in Section 5.01(b), (ii) the approval 5.4 of the stockholders Disclosure Schedule and (y) statutory encumbrances of LISB referred to landlords, carriers, warehousemen, mechanics and materialmen and other similar encumbrances imposed by Applicable Law in Section 2.03(dthe Ordinary Course of Business for sums not yet due and payable (the Liens and statutory encumbrances described in clauses (x) and (iiiy) such approvalsof this Section 5.4(e), consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementcollectively, “Permitted Liens”).

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the Company do not, the execution, delivery and performance of the LISB Option Agreement by LISB the Company will not, and the consummation of the transactions contemplated hereby or thereby by LISB the Company will not, constitute (i) assuming receipt of all requisite regulatory and shareholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB the Company or any Significant Subsidiary subsidiary of LISB the Company or to which LISB the Company or any of its Significant the Company Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws by-laws or similar organizational documents of LISB the Company or any Significant Subsidiary subsidiary of LISB the Company or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance ("Liens") upon any of the properties or assets of LISB the Company or any Subsidiary subsidiary of LISB the Company under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB the Company or any Subsidiary subsidiary of LISB the Company is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions contemplated (including the Bank Merger) con- templated hereby by LISB or, upon its execution (exclusive of the effect of any changes effected pursuant to Section 1.7) and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b)approval of the holders of a majority of the outstanding Shares, (ii) the approvals of the Office of Thrift Supervision (the "OTS") under Section 10 of HOLA and 12 C.F.R. Parts 552, 563b, 574 and any other requirement of the OTS, the approval of the stockholders Board of LISB referred to in Governors of the Federal Reserve System (the "FRB") under Section 2.03(d4 of the Bank Holding Company Act of 1956 (the "BHC Act") (or the receipt of a waiver under 12 C.F.R. sec.225.12(d)), the approval of the appropriate regulatory authority under Section 18 of the Federal Deposit Insurance Act, as amended (the "FDIA") and the approval of the Superintendent of Banks of the State of New York under Section 601 of the New York Banking Law (collectively, the "Requisite Regulatory Approvals"), and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue skyBlue Sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement. As of the date hereof, the executive officers of the Company know of no reason pertaining to the Company 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.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will Haven do not, and the consummation of the transactions contemplated hereby or and thereby by LISB will not, constitute (i) assuming (in the case of this Agreement only) receipt of all Requisite Regulatory Approvals (as defined herein) and (in the case of this Agreement only) requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB Haven or any of its Significant Subsidiary of LISB Subsidiaries, or to which LISB Haven or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB Haven or the similar organizational documents of any of its Significant Subsidiary of LISB Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB Haven or any Subsidiary of LISB its Significant Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB Haven or any Subsidiary of LISB its Significant Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iiv) the approval of the stockholders holders of LISB a majority of the outstanding shares of Haven Common Stock referred to in Section 2.03(d2.3(d), (w) the approval of the Office of Thrift Supervision ("OTS") under the HOLA, the approval of the FDIC under Section 18(c) of the FDIA, the approval of the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (including the approval for Queens to become a financial holding company in connection with the Merger) and the approval of the NASD for a change in control of any broker-dealers, (x) the declaration of effectiveness by the SEC (as defined herein) of the Registration Statement (as defined herein) and the SEC's approval of Haven's and Queens' proxy materials, (y) approval of the Antitrust Division of the Department of Justice or the Federal Trade Commission under the antitrust laws, including, without limitation, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, or the expiration of any required waiting periods thereunder ((w), (x) and (iiiy) are, collectively, referred to as the "Requisite Regulatory Approvals") and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval The execution and delivery of this Agreement by LISB's stockholders and the obtaining of the approvalsTarget Ancillary Agreements, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the consummation of the transactions contemplated hereby and thereby and compliance by Target with any of the provisions hereof or thereby by LISB will notthereof and any change of control of Target or any of the Target Subsidiaries, constitute (i) a breach or violation ofincluding, or a default underwithout limitation, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument acquisition of LISB or any Significant Subsidiary of LISB or to which LISB Target Common Stock by Acquiror or any of its Significant Subsidiaries affiliates or associates, will not (i) conflict with or result in any breach of any provision of the Certificate and/or Articles of Incorporation or By-Laws or other governing instruments of Target or any of their respective properties) is subjectthe Target Subsidiaries, (ii) except as set forth on Schedule 2.6(a) attached hereto, require any Consent under or result in a violation or breach or violation of, or a default under, the organization certificate constitute (with or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with without due notice or lapse of time or both would constitute both) a default under)(or give rise to any right of termination, cancellation or result in the termination of, accelerate acceleration or augment the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB under, required) under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement Target Material Contract (as hereinafter defined) or other agreement, instrument or obligation to which LISB Target or any Target Subsidiary of LISB is a party, party or to by which any of them or any of their respective properties or assets may be bound bound, (iii) result in the creation or affected; and the consummation imposition of any lien or encumbrance of any kind upon any of the transactions contemplated hereby by LISB orassets of Target or any Target Subsidiary, upon its execution and deliveryor (iv) subject to obtaining the Consents from Governmental Authorities referred to in Section 2.5, by the LISB Option Agreement will not require above, contravene any approvalapplicable provision of any constitution, consent or waiver under any such treaty, statute, law, code, rule, regulation, judgmenttariff, decreeordinance, orderpolicy, governmental permit or license or the approval, consent or waiver order of any Governmental Authority or other party matters having the force of law including, but not limited to, any orders, decisions, injunctions, judgments, awards and decrees of or agreements with any court, tribunal, arbitrator, mediator or other Governmental Authority ("Law") currently in effect to which Target or any such agreementTarget Subsidiary or its or any of their respective assets or properties are subject, indenture or instrument, other than except in the case of clauses (i) the required approvals, consents and waivers referred to in Section 5.01(bii), (ii) the approval of the stockholders of LISB referred to in Section 2.03(diii) and (iii) such approvalsiv), consents above, for any deviations from the foregoing which do not or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementwould not have a Target Material Adverse Effect.

No Violations. Subject to approval Neither the Borrower nor any of this Agreement by LISB's stockholders and the obtaining its Subsidiaries is in violation of its organizational documents, by-laws, or other governing instruments. Each of the approvalsBorrower and its Subsidiaries is in compliance with all laws applicable to it, consents and waivers referred all orders and decrees of all courts and arbitrators in proceedings or actions to which it is a party or by which it is bound, where failure to comply would have a Materially Adverse Effect. Neither the Borrower nor any of its Subsidiaries is in Section 2.03(f)default in the performance of any obligation, the agreement or condition contained in any bond, debenture or note, or in any indenture, loan agreement, Material Contract or other agreement, which default could reasonably be expected to have a Materially Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement by LISB and the execution, delivery other Loan Documents to which it is a party do not and performance of the LISB Option Agreement by LISB will not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute not (i) require any consent or approval of the shareholders or owners of the Borrower; (ii) violate any provision of any law (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System) presently in effect having applicability to the Borrower or any of its Subsidiaries or any provision of their respective organizational papers or by-laws; (iii) violate, conflict or be inconsistent with, or result in a breach or violation of, or constitute a default under, any lawor cause the termination or acceleration of, including any Environmental Law (as defined in Section 2.03(s)), rule the organizational documents or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument by-laws of LISB or any Significant Subsidiary of LISB or to which LISB the Borrower or any of its Significant Subsidiaries (or any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB or any Subsidiary of LISB its Subsidiaries is a party, party or to by which any of their respective it or its properties or assets may be bound or affected; and or (iv) result in, or require, the consummation creation or imposition of the transactions contemplated hereby by LISB ora Lien, upon its execution and delivery, or with respect to any properties now owned or hereafter acquired by the LISB Option Agreement will not require Borrower or any approvalof its Subsidiaries, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvals, consents or waivers except as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated permitted by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this ------------- Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will Ironbound do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB Ironbound or any of its Significant Subsidiaries, or to which Ironbound or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB Ironbound or the similar organizational documents of any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB Ironbound or any Subsidiary of LISB its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB Ironbound or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB referred a majority of the votes cast by holders of Ironbound Common Stock entitled to in vote, (y) the approval of the Banking Board of the State of New York ("Banking Board") under Section 2.03(d143-b of the Banking Law of the State of New York ("Banking Law"), the approval of the Superintendent of Banks of the State of New York ("Superintendent") under Section 601 of the Banking Law and any other requirement of the Banking Board or the Superintendent, the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA, if necessary (or the receipt of a waiver of such requirement), the approval of the Office of Thrift Supervision ("OTS") under the Home Owners' Loan Act, as amended ("HOLA"), the approval of the New Jersey Department of Banking (the "NJBD") and the approval of the appropriate regulatory authority under Section 18(c) of the FDIA (iiicollectively, the "Requisite Regulatory Approvals"), and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, the executive officers of Ironbound know of no reason pertaining to Ironbound why any of the approvals referred to in this Section 2.3(e) should not be obtained without the imposition of any material condition or restriction described in the LISB Option Agreementproviso to Section 5.1(b).

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), Neither the execution, delivery and delivery, or performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and Reliant nor the consummation of the transactions contemplated hereby or thereby by LISB this Agreement will not, constitute (i) a breach assuming the approval of the Bank Merger Agreement by Reliant as the sole shareholder of Reliant Bank, violate the charter or violation ofbylaws of Reliant or Reliant Bank or (ii) assuming that the consents, or a default underapprovals, any lawwaivers, including any Environmental Law (as defined notices, and filings and registrations referred to in Section 2.03(s))5.2(f) have been obtained, rule or regulation or given, and made and all applicable waiting periods have expired, (A) violate in any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or material respect any Significant Subsidiary of LISB or Law applicable to which LISB or any of its Significant Subsidiaries (the Reliant Parties or any of their respective propertiesSubsidiaries, to which the Reliant Parties or any of their respective Subsidiaries (or the properties or assets of the Reliant Parties or any of their respective Subsidiaries) is are subject, or by which the Reliant Parties or any of their respective Subsidiaries (iior the properties or assets of the Reliant Parties or any of their respective Subsidiaries) are bound or (B) constitute a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination termination, cancellation, or modification of, accelerate the maturity of or the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of LISB Reliant or Reliant Bank or any Subsidiary of LISB their Subsidiaries under, any of the terms, conditions conditions, or provisions of any note, bond, indenture, deed Contract which is a “material contract” (as such term is defined in Item 601(b)(10) of trust, loan agreement or other agreement, instrument or obligation Regulation S-K of the SEC) to which LISB Reliant or Reliant Bank, or any Subsidiary of LISB their Subsidiaries, is a party, party or to or by which any of their respective the properties or assets of Reliant or Reliant Bank, or any of their Subsidiaries, may be bound subject or affected; and bound, except, in the consummation case of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), clause (ii) above only, for breaches, violations, defaults, terminations, cancellations, modifications, accelerations, or Liens that would not reasonably be expected to have, either individually or in the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvalsaggregate, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementa Reliant Material Adverse Effect.

No Violations. Subject to approval The execution and delivery of this ------------- Agreement by LISB's stockholders and the obtaining of the approvalsTarget Ancillary Agreements, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the consummation of the transactions contemplated hereby and thereby and compliance by Target with any of the provisions hereof or thereby by LISB will notthereof and any change of control of Target or any of the Target Subsidiaries, constitute (i) a breach or violation ofincluding, or a default underwithout limitation, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument acquisition of LISB or any Significant Subsidiary of LISB or to which LISB Target Common Stock by Acquiror or any of its Significant Subsidiaries affiliates or associates, will not (i) conflict with or result in any breach of any provision of the Certificate and/or Articles of Incorporation or By-Laws or other governing instruments of Target or any of their respective properties) is subjectthe Target Subsidiaries, (ii) except as set forth on Schedule 2.6 attached hereto, require any Consent under or result in ------------ a violation or breach or violation of, or a default under, the organization certificate constitute (with or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with without due notice or lapse of time or both would constitute both) a default under)(or give rise to any right of termination, cancellation or result in the termination of, accelerate acceleration or augment the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB under, required) under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement Target Material Contract (as hereinafter defined) or other agreement, instrument or obligation to which LISB Target or any Target Subsidiary of LISB is a party, party or to by which any of them or any of their respective properties or assets may be bound bound, (iii) result in the creation or affected; and the consummation imposition of any lien or encumbrance of any kind upon any of the transactions contemplated hereby by LISB orassets of Target or any Target Subsidiary, upon its execution and deliveryor (iv) subject to obtaining the Consents from Governmental Authorities referred to in Section 2.5, by the LISB Option Agreement will not require above, contravene any approvalapplicable provision of any ----------- constitution, consent or waiver under any such treaty, statute, law, code, rule, regulation, judgmenttariff, decreeordinance, orderpolicy, governmental permit or license or the approval, consent or waiver order of any Governmental Authority or other party matters having the force of law including, but not limited to, any orders, decisions, injunctions, judgments, awards and decrees of or agreements with any court, tribunal, arbitrator, mediator or other Governmental Authority ("Law") currently in effect to which Target or --- any such agreementTarget Subsidiary or its or any of their respective assets or properties are subject, indenture or instrument, other than except in the case of clauses (i) the required approvals, consents and waivers referred to in Section 5.01(bii), (ii) the approval of the stockholders of LISB referred to in Section 2.03(diii) and (iii) such approvalsiv), consents above, for any deviations from the foregoing which do not or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementwould not have a Target Material Adverse Effect.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will CENFED do not, and the consummation of the transactions contemplated hereby or thereby by LISB CENFED will not, constitute (iA) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB CENFED or to which LISB CENFED or any of its Significant Subsidiaries (or any of their respective properties) properties is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (iiB) a 14 breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws by-laws of LISB or any Significant Subsidiary of LISB CENFED or (iiiC) a breach or violation of, or a default under (or an event which with due the giving of notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB CENFED under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB or any Subsidiary of LISB CENFED is a party, or to by which any of their respective its properties or assets may be bound or affected; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require CENFED to obtain any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of governmental authorities or other persons referred to in Section 5.01(b6.1(b), (ii) the approval of the stockholders of LISB CENFED referred to in Section 2.03(d) 3.3(e), and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval The execution and delivery of this Agreement by LISB's stockholders and the obtaining of the approvalsAcquiror Ancillary Agreements, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the consummation of the transactions contemplated hereby and thereby and compliance by Acquiror and Acquisition Subsidiary with any of the provisions hereof or thereby by LISB thereof will not, constitute not (i) a conflict with or result in any breach of any provision of the Certificate and/or Articles of Incorporation or violation of, By-Laws or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule other governing instruments of Acquiror or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subjectAcquisition Subsidiary, (ii) require any Consent under or result in a violation or breach or violation of, or a default under, the organization certificate constitute (with or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with without due notice or lapse of time or both would constitute both) a default under)(or give rise to any right of termination, cancellation or result in the termination of, accelerate acceleration or augment the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB under, required) under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement Acquiror Material Contract (as hereinafter defined) or other agreement, instrument or obligation to which LISB Acquiror or any the Acquisition Subsidiary of LISB is a party, party or to by which any of them or any of their respective properties or assets may be bound bound, (iii) result in the creation or affected; and the consummation imposition of any lien or encumbrance of any kind upon any of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license assets of Acquiror or the approvalAcquisition Subsidiary, consent or waiver of any other party (iv) subject to any such agreement, indenture or instrument, other than (i) obtaining the required approvals, consents and waivers Consents from Governmental Authorities referred to in Section 5.01(b3.3, above, contravene any Law currently in effect to which Acquiror or the Acquisition Subsidiary or its or any of their respective assets or properties are subject, except in the case of clauses (ii), (iiiii) the approval of the stockholders of LISB referred to in Section 2.03(d) 33 43 and (iii) such approvalsiv), consents above, for any deviations from the foregoing which do not or waivers would not have an Acquiror Material Adverse Effect. An "Acquiror Material Contract" is any material note, bond, mortgage, indenture, contract, lease, license, agreement, understanding, instrument, bid or proposal that is required to be described in or filed as are an exhibit to any reports, statements or registration statements filed, or required under be filed, by Acquiror pursuant to the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Securities Act or the LISB Option AgreementSecurities Exchange Act.

No Violations. Subject to approval of this Agreement by LISBContinental's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f)stockholders, the execution, delivery and performance of this Agreement by LISB and Continental do not, the execution, delivery and performance of the LISB Option Agreement by LISB Continental will not, not and the consummation of the transactions contemplated hereby or thereby by LISB Continental will not, constitute (i) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB Continental or any Significant Subsidiary of LISB Continental or to which LISB Continental or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB Continental or any Significant Subsidiary of LISB Continental or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB Continental or any Subsidiary of LISB Continental under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB Continental or any Subsidiary of LISB Continental is a party, or to which any of their respective properties or assets may be bound or affected; and the consummation of the transactions contemplated hereby by LISB Continental or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB Continental referred to in Section 2.03(d2.03(f) (ii), and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this ------------- Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will TRFC do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB TRFC or any of its Significant Subsidiaries, or to which TRFC or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB TRFC or the similar organizational documents of any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB TRFC or any Subsidiary of LISB its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB TRFC or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to Section 1.7) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB referred to in a majority of the outstanding shares of TRFC Common Stock, (y) the approval of the Banking Board of the State of New York ("Banking Board") under Section 2.03(d143-b of the Banking Law of the State of New York ("Banking Law"), the approval of the Superintendent of Banks of the State of New York ("Superintendent") under Section 601 of the Banking Law and any other requirement of the Banking Board or the Superintendent, the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA, if necessary (or the receipt of a waiver of such requirement), the approval of the Office of Thrift Supervision ("OTS") under the Home Owners' Loan Act of 1933, as amended ("HOLA"), and the approval of the appropriate regulatory authority under Section 18(c) of the FDIA (collectively, the "Requisite Regulatory Approvals"), and (iiiz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, the executive officers of TRFC know of no reason pertaining to TRFC why any of the approvals referred to in this Section 2.3(e) should not be obtained without the imposition of any material condition or restriction described in the LISB Option Agreementproviso to Section 5.1(b).

No Violations. Subject to approval (i) Except as set out in the Disclosure Letter, neither the execution and delivery of this Agreement by LISB's stockholders and the obtaining of the approvalsHarvest, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the consummation of the transactions contemplated hereby nor compliance by Harvest with any of the provisions hereof will: (A) violate, conflict with, or thereby by LISB will not, constitute (i) a result in breach or violation of any provision of, require any consent, approval or notice under, or constitute a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default default) or result in a right of termination or acceleration under), or result in the termination of, accelerate the performance required by, or result in the a creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB Harvest or any Subsidiary of LISB the Harvest Subsidiaries under, any of the terms, conditions or provisions of (x) the Harvest Trust Indenture or the articles, bylaws or other charter documents of any Harvest Subsidiary or (y) any note, bond, mortgage, indenture, loan agreement, deed of trust, loan agreement agreement, lien, Permit, contract or other agreement, instrument or obligation to which LISB Harvest or any Subsidiary of LISB its subsidiaries is a party, party or to which any of them, or any of their respective properties or assets assets, may be bound subject or affectedby which Harvest or any of its subsidiaries is bound; or (B) subject to compliance with the statutes, rules and orders referred to in paragraph (c)(ii) below, violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to Harvest or any of its subsidiaries (except, in the consummation case of each of clauses (A) and (B) above, for such violations, conflicts, breaches, defaults, terminations which, or any consents, approvals or notices which if not given or received, would not (individually or in the aggregate) have any material adverse effect on the business, affairs, operations, assets, prospects or financial condition of Harvest and its subsidiaries, taken as a whole, or materially impede or delay completion of the Arrangement or materially adversely affect the ability of Harvest to consummate the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(bhereby), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), Neither the execution, delivery and delivery, or performance of this Agreement by LISB and Reliant or Merger Sub, nor the execution, delivery and delivery, or performance of the LISB Option Bank Merger Agreement by LISB will notReliant Bank, and nor the consummation of the transactions contemplated hereby by this Agreement or thereby by LISB the Bank Merger Agreement, will not, constitute (i) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument assuming the approval of LISB or any Significant Subsidiary the Stock Issuance Proposal by the shareholders of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default underReliant, the organization certificate approval of this Agreement by Reliant as the sole shareholder of Merger Sub in accordance with the charter and bylaws of Merger Sub and applicable Law, and the approval of the Bank Merger Agreement by Reliant as the sole shareholder of Reliant Bank in accordance with the charter and bylaws of Reliant Bank and applicable Law, violate the charter or articles of incorporation or bylaws of LISB Reliant, Merger Sub, or Reliant Bank or (ii) assuming that the consents, approvals, waivers, notices, filings, and registrations referred to in Section 5.2(f) have been obtained and made and all applicable waiting periods have expired, (A) violate any Law to which Reliant or Reliant Bank or any Significant Subsidiary of LISB their respective Subsidiaries (or the properties or assets of Reliant or Reliant Bank or any of their respective Subsidiaries) are subject or by which Reliant or Reliant Bank or any of their respective Subsidiaries (or the properties or assets of Reliant or Reliant Bank or any of their respective Subsidiaries) are bound or (iiiB) constitute a breach or violation of, of or a default under (or an event which which, with due notice or lapse of time or both would both, could constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance Lien upon any of the properties or assets of LISB Reliant or Reliant Bank or any Subsidiary of LISB their respective Subsidiaries under, any of the terms, conditions conditions, or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation Contract to which LISB Reliant or any Subsidiary of LISB is a partyReliant Bank, or to which any of their respective Subsidiaries, is a party or to or by which any of the properties or assets of Reliant or Reliant Bank, or any of their respective Subsidiaries, may be bound subject or affected; bound, except, in the case of clause (B) above only, for breaches, violations, defaults, terminations, accelerations, or Liens that have not had and would not reasonably be expected to have, either individually or in the consummation of the transactions contemplated hereby by LISB oraggregate, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementa Material Adverse Effect on Reliant.

No Violations. Subject Except as set forth on Schedule 2.02(e), subject to approval of this Agreement by LISBSeller's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f2.02(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB Seller will not, and the consummation of the transactions contemplated hereby or thereby by LISB Seller will not, constitute (i) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s2.02(r)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB Seller or any Significant Subsidiary of LISB the Association or to which LISB Seller or any of its Significant Subsidiaries (or any of their respective properties) the Association is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB Seller or any Significant Subsidiary of LISB the Association or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB Seller or any Subsidiary of LISB the Association under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB Seller or any Subsidiary of LISB the Association is a party, or to which any of their respective properties or assets may be bound or affected; affected (other than under the employment agreements and employee benefit plans to which the Seller and the Association are a party), and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (iA) the required approvals, consents and waivers referred to in Section 5.01(b), ) and (iiB) the approval of the stockholders of LISB Seller referred to in Section 2.03(d) and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement2.02(d).

No Violations. Subject to approval Neither the execution and delivery of this Agreement by LISB's stockholders and the obtaining of the approvalsAcquiror, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and nor the consummation by Acquiror of the transactions contemplated hereby hereby, nor compliance by Acquiror with any of the terms or thereby by LISB provisions hereof, will not, constitute (i) a breach violate any provision of the certificate of incorporation or violation ofby-laws of Acquiror or its Subsidiaries, or a default under(ii) violate any Laws applicable to Acquiror or its Subsidiaries, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subjectproperties or assets, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) assuming receipt of all required consents, approvals and waivers set forth in the Acquiror Disclosure Schedule, and except for such consents, approvals and waivers as will not, individually or in the aggregate, have a material adverse effect on the ability of Acquiror or the Company to consummate the transactions contemplated hereby, violate, conflict with, result in a breach of any provision of or violation ofthe loss of any benefit under, or constitute a default under (or an event which which, with due notice or lapse of time time, or both both, would constitute a default default) under), or result in the termination ofof or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of LISB Acquiror or any Subsidiary of LISB its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan license, lease, agreement or other agreement, instrument or obligation to which LISB Acquiror or any Subsidiary of LISB its Subsidiaries is a party, or to by which they or any of their respective properties or assets may be bound or affected; . The execution and delivery by Acquiror of this Agreement and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will do not require any approval, consent or waiver under any such lawLaw or filings or registrations with any court, rule, regulation, judgment, decree, order, administrative agency or commission or other governmental permit authority or license instrumentality or the approval, consent or waiver of any other party to any such note, bond, mortgage, indenture, deed of trust, license, lease, agreement, indenture or instrumentother instrument or obligation to which Acquiror or its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected, other than (ix) the required approvals, consents consents, waivers, filings and waivers referred to registrations as set forth in Section 5.01(b)the Acquiror Disclosure Schedule, (iiy) the approval of the stockholders shareholders of LISB the Company referred to in Section 2.03(d) 5.1(a), and (iiiz) such any other approvals, consents consents, waivers, filings or waivers as are required under registrations the federal and state securities absence of which, individually or "blue sky" laws in connection with the aggregate will not have a material adverse effect on the ability of Acquiror or the Company to consummate the transactions contemplated by this Agreement or the LISB Option Agreementhereby.

No Violations. Subject to approval (a) Neither the execution and delivery of this Agreement by LISB's stockholders and the obtaining of the approvalsAPF, consents and waivers referred to in Section 2.03(f), the execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the consummation of the transactions contemplated hereby or thereby nor compliance by LISB will not, constitute APF with any of the provisions hereof will: (i) a violate, conflict with, or result in breach or violation of any provision of, require any consent, approval or notice under, or constitute a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default default) or result in a right of termination or acceleration under), or result in the termination of, accelerate the performance required by, or result in the a creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB APF or APF Trust or any Subsidiary of LISB their subsidiaries under, any of the terms, conditions or provisions of (x) the APF Governing Documents or the formation documents of APF Trust or (y) any note, bond, mortgage, indenture, loan agreement, deed of trust, loan agreement agreement, lien, contract or other agreement, material instrument or obligation to which LISB APF or APF Trust or any Subsidiary of LISB their subsidiaries is a party, party or to which any of them, or any of their respective properties or assets assets, may be bound subject or affectedby which APF or APF Trust or any of their subsidiaries is bound; (ii) subject to compliance with the statutes and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers regulations referred to in Section 5.01(b7.3(b), violate any judgement, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to APF or APF Trust or any of their subsidiaries (except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations which, or any consents, approvals or notices which if not given or received, would not have any Material Adverse Effect on the approval business, operations or financial condition of APF and APF Trust and their subsidiaries taken as a whole or on the stockholders ability of LISB referred APF and APF Trust to in Section 2.03(d) and consummate the transactions contemplated hereby); or (iii) such approvalscause the suspension or revocation of any authorization, consents consent, approval or waivers license currently in effect which would have a Material Adverse Effect on the business, operations or financial condition of APF and APF Trust and their subsidiaries taken as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementa whole.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will Haven do not, and the consummation of the transactions contemplated hereby or and thereby by LISB will not, constitute (i) assuming (in the case of this Agreement only) receipt of all Requisite Regulatory Approvals (as defined herein) and (in the case of this Agreement only) requisite stockholder approvals, a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB Haven or any of its Significant Subsidiary of LISB Subsidiaries, or to which LISB Haven or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB Haven or the similar organizational documents of any of its Significant Subsidiary of LISB Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB Haven or any Subsidiary of LISB its Significant Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB Haven or any Subsidiary of LISB its Significant Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affectedsubject; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iiv) the approval of the stockholders holders of LISB a majority of the outstanding shares of Haven Common Stock referred to in Section 2.03(d2.3(d), (w) the approval of the Office of Thrift Supervision ("OTS") under the HOLA, the approval of the FDIC under Section 18(c) of the FDIA, the approval of the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended (including the approval for Queens to become a financial holding company in connection with the Merger) and the approval of the NASD for a change in control of any broker-dealers, (x) the declaration of effectiveness by the SEC (as defined herein) of the Registration Statement (as defined herein) and the SEC's approval of Haven's and Queens' proxy materials, (y) approval of the Antitrust Division of the Department of Justice or the Federal Trade Commission under the antitrust laws, including, without limitation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, xx xxx xxxxxxxxxn of any required waiting periods thereunder ((w), (x) and (iiiy) are, collectively, referred to as the "Requisite Regulatory Approvals") and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB the Acquiror and the execution, delivery and performance of the LISB Option Agreement by LISB will Merger Sub do not, and the consummation of the transactions contemplated hereby or thereby by LISB the Acquiror and Merger Sub will not, constitute (i) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB the Acquiror or any Significant Subsidiary of LISB Merger Sub or to which LISB the Acquiror or any of its Significant Subsidiaries Merger Sub (or any of their respective properties) is subject, which breach, violation or default would have a Material Adverse Effect on the Acquiror, or enable any person to enjoin the Merger, the Second Merger, the Subsidiary Holding Company Merger or the Bank Merger, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws by-laws of LISB the Acquiror or any Significant Subsidiary of LISB Merger Sub or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB the Acquiror or any Subsidiary of LISB Merger Sub under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB the Acquiror or any Subsidiary of LISB Merger Sub is a party, or to which any of their respective properties or assets may be bound or affected, except for any of the foregoing that, individually or in the aggregate, would not have a Material Adverse Effect on the Acquiror; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of governmental authorities referred to in Section 5.01(b5.1(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) any such approval, consent or waiver that already has been obtained, and (iii) such any other approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.,

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement Collateral Agreements by LISB will not, Buyer and the consummation of the transactions contemplated hereby or and thereby by LISB do not and will not, constitute not (i) result in a breach or violation ofof any provision of Buyer's charter or by-laws or in a material violation of any statute, or a default underrule, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit ordinance applicable to Buyer or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) with or without the giving of notice or the passage of time or both, violate or result in a breach of or violation of, or a constitute an occurrence of default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse that might, upon the passage of time or both would constitute a default under)the giving of notice, or both, constitute an occurrence of default) under any provision of, result in the termination of, accelerate the performance required byacceleration or cancellation of any obligation under, or result in the creation of give rise to a right by any lien, pledge, security interest, charge party to terminate or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB amend its obligations under, any of the terms, conditions or provisions of any note, bond, indenturematerial mortgage, deed of trust, loan agreement conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or other agreement, instrument material arrangement or obligation commitment to which LISB Buyer is a party or by which it or its assets or properties are bound, or (iii) violate any order, judgment, decree, rule or regulation of any court or any Subsidiary Governmental Body having jurisdiction over Buyer or any of LISB is a partyits properties. Except as disclosed on Schedule 4.3(b), no consent, approval, order or authorization of, or to which registration, declaration or filing with, any Person is required by Buyer in connection with the execution and delivery of their respective properties this Agreement and the Collateral Agreements or assets may be bound or affected; and the consummation of the transactions contemplated hereby by LISB oror thereby, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than except for (i) any filings required to be made under the required approvals, consents HSR Act and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such consents, approvals, consents orders, authorizations, registrations, declarations or waivers as are required under filings where failure of compliance would not, individually or in the federal and state securities or "blue sky" laws in connection with aggregate, have a material adverse effect on Buyer's ability to consummate the transactions contemplated by this Agreement or the LISB Option Agreementhereby and thereby.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this ------------- Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will HCB do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, assuming receipt of all Requisite Regulatory Approvals and requisite shareholder approvals, constitute (i) a breach or violation of, or a default under, of any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument license of LISB or any Significant Subsidiary of LISB or to which LISB HCB or any of its Significant Subsidiaries, or to which HCB or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach violation of the Articles of Incorporation or violation of, Bylaws of HCB or a default under, the organization certificate or articles similar organizational documents of incorporation or bylaws any of LISB or any Significant Subsidiary of LISB its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which which, with due notice or lapse of time or both both, would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB HCB or any Subsidiary of LISB its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB HCB or any Subsidiary of LISB its Subsidiaries is a party, or to which any of their respective properties or assets may be bound or affected; subject. The consummation by HCB and the consummation HC Bank of the transactions (including the Bank Merger) contemplated hereby by LISB or, upon its execution and delivery, by (exclusive of the LISB Option Agreement effect of any changes effected pursuant to SECTION 1.9) will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (iix) the approval of the stockholders holders of LISB referred a majority of the outstanding shares of HCB Common Stock entitled to in vote and the approval of HCB as the sole shareholder of HC Bank and (y) the approval of the Office of Thrift Supervision ("OTS") under the Home Owners' Loan Act, as amended ("HOLA"), the approval of the Indiana Department of Financial Institutions ("IDFI"), the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA, if necessary (or the receipt of a waiver of such requirement), and the approval of the appropriate regulatory authority under Section 2.03(d18(c) of the FDIA (collectively, the "REQUISITE REGULATORY APPROVALS") and (iiiz) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement Agreement. As of the date hereof, the executive officers of HCB know of no reason pertaining to HCB why any of the approvals referred to in this SECTION 2.3(F) or in SECTION 2.4(F) should not be obtained without the LISB Option Agreementimposition of any material condition or restriction described in the proviso in SECTION 5.1(B).

No Violations. Subject to approval Neither the Borrower nor any of this Agreement by LISB's stockholders and the obtaining its ------------- Subsidiaries is in violation of its organizational documents, by-laws, or other governing instruments. Each of the approvalsBorrower and its Subsidiaries is in compliance with all laws applicable to it, consents and waivers referred all orders and decrees of all courts and arbitrators in proceedings or actions to which it is a party or by which it is bound, where failure to comply would have a Materially Adverse Effect. Neither the Borrower nor any of its Subsidiaries is in Section 2.03(f)default in the performance of any obligation, the agreement or condition contained in any bond, debenture or note, or in any indenture, loan agreement, Material Contract or other agreement, which default could reasonably be expected to have a Materially Adverse Effect. The execution, delivery and performance by the Borrower of this Agreement by LISB and the execution, delivery other Loan Documents to which it is a party do not and performance of the LISB Option Agreement by LISB will not, and the consummation of the transactions contemplated hereby or thereby by LISB will not, constitute not (i) require any consent or approval of the shareholders or owners of the Borrower; (ii) violate any provision of any law (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System) presently in effect having applicability to the Borrower or any of its Subsidiaries or any provision of their respective organizational papers or by-laws; (iii) violate, conflict or be inconsistent with, or result in a breach or violation of, or constitute a default under, any lawor cause the termination or acceleration of, including any Environmental Law (as defined in Section 2.03(s)), rule the organizational documents or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument by- laws of LISB or any Significant Subsidiary of LISB or to which LISB the Borrower or any of its Significant Subsidiaries (or any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB or any Subsidiary of LISB its Subsidiaries is a party, party or to by which any of their respective it or its properties or assets may be bound or affected; and or (iv) result in, or require, the consummation creation or imposition of the transactions contemplated hereby by LISB ora Lien, upon its execution and delivery, or with respect to any properties now owned or hereafter acquired by the LISB Option Agreement will not require Borrower or any approvalof its Subsidiaries, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvals, consents or waivers except as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated permitted by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will Seller do not, and the consummation of the transactions contemplated hereby or thereby by LISB will not: (a) contravene any provision of the Certificate of Incorporation or Bylaws of Seller; (b) violate or conflict in any material respect with any federal, constitute (i) a breach state, local or violation of, or a default under, any foreign law, including any Environmental Law (as defined in Section 2.03(s))statute, ordinance, rule or regulation (a “Law”) or any judgment, decree, orderwrit, injunction, judgment or order of any court or administrative or other governmental permit body or licenseof any arbitration award which is either applicable to, binding upon or enforceable against Seller; (c) conflict with, result in any breach of any of the provisions of, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries constitute a default (or any event which would, with the passage of their respective propertiestime or the giving of notice or both, constitute a default) is subjectunder, (ii) result in a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in the termination ofcreation of a right of termination, accelerate the performance required byamendment, modification, abandonment or acceleration under any indenture, hypothecation, mortgage, lease, license, loan agreement or other material agreement or instrument which is either binding upon or enforceable against Seller; (d) result in the creation of any lienLien upon the Equity Interest; or (e) require any authorization, pledgeconsent, security interestapproval, charge exemption or other encumbrance upon action by or notice to any of the properties court, commission, governmental body, regulatory authority, agency or assets of LISB tribunal wherever located (a “Governmental Entity”) or any Subsidiary of LISB under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB or any Subsidiary of LISB is a third party, or to which any of their respective properties or assets may be bound or affected; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal or state securities Laws, including the filing with the Securities and Exchange Commission (the “SEC”) of an amendment of Forms BD and similar filings with, or consents and waivers referred to in Section 5.01(b)of, various state Governmental Entities; (ii) the approval such approvals and consents of the stockholders National Association of LISB referred Securities Dealers, Inc. (the “NASD”), if required pursuant to in Section 2.03(d) NASD Rule 1017 (which Seller or the Company undertakes to obtain prior to the Closing Date); and (iii) such approvals, consents or waivers as are required under set forth in Section 2.4 of the federal and state securities or "blue sky" laws in connection with Disclosure Schedule (which Seller undertakes to obtain prior to the transactions contemplated by this Agreement or the LISB Option Agreement.Closing Date). Article III

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.03(f), the The execution, delivery and performance of this Agreement by LISB and the execution, delivery and performance of the LISB Option Agreement by LISB will CENFED do not, and the consummation of the transactions contemplated hereby or thereby by LISB CENFED will not, constitute (iA) a breach or violation of, or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB CENFED or to which LISB CENFED or any of its Significant Subsidiaries (or any of their respective properties) properties is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (iiB) a breach or violation of, or a default under, the organization certificate or articles of incorporation or bylaws by-laws of LISB or any Significant Subsidiary of LISB CENFED or (iiiC) a breach or violation of, or a default under (or an event which with due the giving of notice or lapse of time or both would constitute a default under), or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB CENFED under, any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which LISB or any Subsidiary of LISB CENFED is a party, or to by which any of their respective its properties or assets may be bound or affected; and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require CENFED to obtain any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of governmental authorities or other persons referred to in Section 5.01(b6.1(b), (ii) the approval of the stockholders of LISB CENFED referred to in Section 2.03(d) 3.3(e), and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreement.

No Violations. Subject to approval of this Agreement by LISB's stockholders and the obtaining None of the approvals(i) offering, consents issuance and waivers referred to in Section 2.03(f)sale by the Company of the Stock, the (ii) execution, delivery and performance of this Agreement or the Exchange Agreements by LISB the Company and the execution, delivery and performance of the LISB Option Agreement by LISB will not, and the Subsidiary or (iii) consummation of the transactions contemplated hereby by this Agreement or thereby by LISB the Exchange Agreements (A) conflicts or will not, conflict with or constitutes or will constitute (i) a breach or violation of, of any provision of the charter or a default under, any law, including any Environmental Law (as defined in Section 2.03(s)), rule by-laws of the Company or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of LISB or any Significant Subsidiary of LISB or to which LISB or any of its Significant Subsidiaries (or any of their respective properties) is subjectthe Subsidiary, (iiB) a breach conflicts or violation of, will conflict with or a default under, the organization certificate constitutes or articles of incorporation or bylaws of LISB or any Significant Subsidiary of LISB or (iii) will constitute a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under)any indenture, or result in the termination of, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of LISB or any Subsidiary of LISB under, any of the terms, conditions or provisions of any note, bond, indenturemortgage, deed of trust, loan agreement or other agreement, agreement or instrument or obligation to which LISB the Company or any the Subsidiary of LISB is a party, party or to by which any of them or any of their respective properties or assets may be bound bound, (C) violates or affected; will violate any statute, law or regulation or any order, judgment, ruling, decree or injunction of any court or governmental agency or body having jurisdiction over the Company or the Subsidiary or any of their properties or assets or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Company or the Subsidiary, except, with respect only to (B), (C) and (D), for such conflicts, breaches, defaults, violations or liens that, in the aggregate, would not have a Material Adverse Effect. Except for the registration of the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities or “Blue Sky” laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement or the Exchange Agreements by the Company and the Subsidiary and the consummation of the transactions contemplated hereby by LISB or, upon its execution and delivery, by the LISB Option Agreement will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers referred to in Section 5.01(b), (ii) the approval of the stockholders of LISB referred to in Section 2.03(d) and (iii) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in connection with the transactions contemplated by this Agreement or the LISB Option Agreementthereby.