7.2 Conditions to Obligations of NYCB and Merger Sub. The obligation of NYCB and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by NYCB, at or prior to the Effective Time, of the following conditions: 

(a) Representations and Warranties. <omitted> All other representations and warranties of Flagstar set forth in this Agreement (read without giving effect to any qualification as to the materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on Flagstar or the Surviving Entity. NYCB shall have received a certificate dated as of the Closing Date and signed on behalf of Flagstar by the Chief Executive Officer and the Chief Financial Officer of Flagstar to the foregoing effect. (Page 68)

7.2 Conditions to Obligations of NYCB and Merger Sub. <omitted>

 All other representations and warranties of Flagstar set forth in this Agreement <omitted> shall be true and correct in all respects <omitted> ; provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, <omitted> has had or would reasonably be expected to have a Material Adverse Effect on Flagstar or the Surviving Entity. (Page 68)

3.2 Capitalization. <omitted> 
7.2 Conditions to Obligations of NYCB and Merger Sub. The obligation of NYCB and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by NYCB, at or prior to the Effective Time, of the following conditions: 

(a) Representations and Warranties. The representations and warranties of Flagstar set forth in Section 3.2(a) and Section 3.8(a) (in each case, after giving effect to the lead-in to Article III) shall be true and   -59-


correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis), in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). (Pages 67-68)

3.2 Capitalization. <omitted>
7.2 Conditions to Obligations of NYCB and Merger Sub. <omitted>

(a) Representations and Warranties. The representations and warranties of Flagstar set forth in Section 3.2(a) <omitted> shall be true and correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis) (Pages 67-68)

3.1 Corporate Organization. <omitted> 
3.2 Capitalization. <omitted>
(c) 
Flagstar, Flagstar owns, directly or indirectly, all the issued and 
outstanding shares of capital stock or other equity ownership interests
of each of the Flagstar Subsidiaries, free and clear of any 
liens, claims, title defects, mortgages, pledges, charges, encumbrances 
and security
interests whatsoever (“
Liens
”), and all such shares 
or equity ownership interests are duly authorized and validly issued and are fully paid,
nonassessable (except, with respect to Flagstar Bank, as may be provided 
under Home Owners’ Loan Act) and free of preemptive rights, with
no 
personal liability attaching to the ownership thereof, except, in the case of all Subsidiaries other 
than Flagstar Bank, as would not, either
individually or in the 
aggregate, reasonably be expected to have Material Adverse Effect on 
Flagstar
<omitted>
3.3 Authority; No Violation.  
(a) Flagstar has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other
actions described below, to consummate the transactions contemplated hereby. The 
execution and delivery of this Agreement and the
consummation of the 
transactions contemplated hereby have been duly and validly approved by 
the Board of Directors of Flagstar.

<omitted> 

This Agreement has been duly and validly executed and delivered by 
Flagstar and (assuming due authorization,
execution and delivery by NYCB 
and Merger Sub) constitutes a valid and binding obligation of Flagstar, enforceable against Flagstar in
accordance with its terms (except in all cases as such enforceability 
may be limited by bankruptcy, insolvency, fraudulent transfer, 
forbearance,
moratorium, reorganization or similar laws of general applicability relating to or affecting insured 
depositary institutions or their parent
companies or the rights of 
creditors generally and the availability of equitable remedies (the “
Enforceability Exceptions
”)).

<omitted>

3.7 Broker's Fees. <omitted>
3.8 Absence of Certain Changes or Events. <omitted>
7.2 Conditions to Obligations of NYCB and Merger Sub. The obligation of NYCB and Merger Sub to effect the Merger is also subject to the satisfaction, or waiver by NYCB, at or prior to the Effective Time, of the following conditions: 

(a) Representations and Warranties. The representations and warranties of Flagstar set forth in Section 3.2(a) and Section 3.8(a) (in each case, after giving effect to the lead-in to Article III) shall be true and   <omitted>

correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis), in each case, as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). The representations and warranties of Flagstar set forth in Section 3.1(a), Section 3.1(b) (but only with respect to Flagstar Bank), Section 3.2(b), Section 3.2(c) (but only with respect to Flagstar Bank), Section 3.3(a) and Section 3.7 (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). (Pages 67-68)

3.1 Corporate Organization. <omitted> 
3.2 Capitalization. <omitted>
(c) 
Flagstar, Flagstar owns, directly or indirectly, all the issued and 
outstanding shares of capital stock or other equity ownership interests
of each of the Flagstar Subsidiaries, 
<omitted>
3.3 Authority; No Violation.  
(a) Flagstar has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other
actions described below, to consummate the transactions contemplated hereby. The 
execution and delivery of this Agreement and the
consummation of the 
transactions contemplated hereby have been duly and validly approved by 
the Board of Directors of Flagstar.

<omitted> 

This Agreement has been duly and validly executed and delivered by 
Flagstar and <omitted> constitutes a valid and binding obligation of Flagstar, enforceable against Flagstar in accordance with its terms 

<omitted>
 

3.7 Broker's Fees. <omitted>
3.8 Absence of Certain Changes or Events. <omitted>

7.2 Conditions to Obligations of NYCB and Merger Sub. <omitted>
 The representations and warranties of Flagstar set forth in <omitted> Section 3.8(a) <omitted> shall be true and   <omitted>


correct <omitted> . The representations and warranties of Flagstar set forth in Section 3.1(a), Section 3.1(b) (but only with respect to Flagstar Bank), Section 3.2(b), Section 3.2(c) (but only with respect to Flagstar Bank), Section 3.3(a) and Section 3.7 <omitted> shall be true and correct in all material respects (Pages 67-68)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Opinion of Financial Advisor
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE, Brokers' Fee