Schedule 2.2(f) of the Company Disclosure Schedule lists all governmental and any other material consents, approvals, authorizations, applications, registrations and qualifications that are required to be obtained in connection with or for the consummation of the transactions contemplated by this Agreement (the " Required Approvals" ), including the approval of the persons listed on Schedule 2.2(f) of the Purchaser Disclosure Schedule (the " SLHC Parties" ) as savings and loan holding companies and an application to the Office of Thrift Supervision (" OTS" ) by the persons listed in Schedule F hereto (such listed persons, including the SLHC Parties, the " Applicants" ) and the written determination by each of the FDIC and the OTS that neither MatlinPatterson nor any fund sponsored or advised by it or their Affiliates (other than the Applicants) will control the Company or the Bank or be an "institution affiliated party" (as defined in 12 USC Section 1813(u)) with respect thereto in connection with the structure outlined in Schedule 2.2(f) of the Purchaser Disclosure Schedule. Other than the securities or blue sky laws of the various states and the Required Approvals, no material notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or expiration or termination of any statutory waiting period, is necessary for the consummation by the Company of the transactions contemplated by this Agreement; no person other than each of the Applicants is required to obtain any Required Approval or other consent or approval from any Governmental Entity in connection with the transactions contemplated by this Agreement and no person other than each of the SLHC Parties is required to be registered as a savings and loan holding company in order to consummate the transactions contemplated by this Agreement.