Approval of Bank Counsel. All legal matters incidental to the effectiveness of this Amendment shall be satisfactory to Bank’s counsel.

Company shall submit to Bank any Program Marketing Communications designed or produced by a Company Party for prior review and approval solely as it relates to the use of Bank Marks and such Program Marketing Communications compliance with Bank Applicable Law and legal and regulatory compliance risk under Bank Applicable Law; provided, that the Parties may adopt reasonable procedures for pre-approval of materials used on a recurring basis, so long as such preapproved communications are not revised. Bank shall use commercially reasonable efforts to review such Program Marketing Communications and reply in writing to the Company Program Manager within ten (10) Business Days of receipt of any Program Marketing Communications by the Bank Program Manager as to whether such communications are approved or require changes as reasonably determined by Bank. Bank’s approval of any Program Marketing Communications pursuant to this [Section 3.2.1(a)(i)] shall not be unreasonably withheld or conditioned.

Approval. This Agreement is subject to prior review and approval of the Compensation Committee of the Company’s Board.

Servicer Approval. [[Organization C:Organization]] shall not cause the Mortgage Loans to be serviced by any servicer other than a servicer expressly approved in writing by [[Organization B:Organization]], which approval shall be deemed granted by [[Organization B:Organization]] with respect to [[Organization C:Organization]] and Cenlar FSB with the execution of this Agreement.

Approval Rights. So long as any Series C Preferred Units remain outstanding, in addition to any other vote or consent of the Corporation’s stockholders required by the Charter or Bylaws or by law or the Partnership’s Partners set forth in this Certificate or otherwise required by the Partnership Agreement or by law, the affirmative vote or consent of the Holders of a majority of the outstanding Series C Preferred Units (solely in their capacity as Partners of the Partnership and not, if applicable, in their capacity as stockholders of the Corporation) shall be required for the Corporation or the Partnership, as applicable, to take or effect, for the Board of Directors (or any committee thereof) or the Corporation (as the General Partner), as applicable, to approve, or for the Corporation or the Partnership, as applicable, to enter into any agreement that is reasonably likely to result in, any of the following:

Board Approval. The board of directors shall have been informed of the transactions contemplated under this Agreement and any other ancillary transactions and expressed no objection to these transactions.

Unless otherwise required by applicable law, the Policy will not be subject to approval by the Company’s stockholders, including, for the avoidance of doubt, as a result of or in connection with an action taken with respect to this Policy as contemplated in Section 9.

Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

Use; Approval. The Company Parties may use the Bank Marks in the ordinary course of performing services under this Agreement; provided, that approved use of the Bank Marks shall be in compliance with [Section 11.4.2(c)]. Prior to any change by a Company Party in the use or manner of use of any of the Bank Marks, a Company Party shall submit samples of materials to Bank and obtain Bank’s written approval thereof, which approval shall not be unreasonably withheld, delayed or conditioned. The Company Parties shall not use the Bank Marks # for any purpose or use other than performing or providing services pursuant to and in accordance with this Agreement, or # in a manner prohibited by Applicable Law. As applicable and at the discretion of the Program Managers, the review and approval process contemplated under this [Section 11.4.2(c)(ii)] may be consolidated with the review and approval process for Program Marketing Communications under [Section 3.2.1(a)].

Stockholder Approval. Eastside will use commercially reasonable efforts to obtain from its stockholders as soon as possible following the date hereof such approval as is required by applicable law and/or rules of the Trading Market to effect all material terms of this Agreement (the “Stockholder Approval”), including without limitation approval to amend its articles of incorporation to increase its authorized Common Stock to a number of shares that equals or exceeds ten million (10,000,000) shares.